Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 18, 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 | 662,816 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 490 | $ 594 |
Restricted cash | 8,250 | |
Accounts receivable, net | 3,192 | 4,374 |
Costs in excess of billings | 359 | 930 |
Inventory, net | 1,233 | 2,051 |
Deferred costs on uncompleted contracts | 529 | 935 |
Other current assets | 868 | 662 |
Current assets of discontinued operations | 2,663 | 2,853 |
Total current assets | 17,584 | 12,399 |
Property and equipment, net | 781 | 1,015 |
Goodwill | 1,338 | 1,338 |
Net investment in sales-type leases and other assets | 1,532 | 1,405 |
Noncurrent assets of discontinued operations | 735 | 878 |
Total assets | 21,970 | 17,035 |
Current liabilities: | ||
Line of credit | 4,118 | 774 |
Convertible debt short term, net of deferred costs and discount of $1,723 | 1,491 | |
Accounts payable | 7,107 | 9,121 |
Accrued liabilities | 1,426 | 1,278 |
Billings in excess of costs on uncompleted contracts | 196 | 858 |
Deferred revenue and other current liabilities | 937 | 918 |
Derivative liabilities, short term | 803 | |
Current liabilities of discontinued operations | 4,159 | 4,510 |
Total current liabilities | 20,237 | 17,459 |
Convertible debt long-term, net of deferred costs and discount of $3,638 | 3,148 | |
Other liabilities | 1,540 | 22 |
Derivative liabilities, long-term | 1,785 | 342 |
Noncurrent liabilities of discontinued operations | 225 | 225 |
Total liabilities | 26,935 | 18,048 |
Commitments and contingencies (Note 5) | ||
Shareholders' deficit: | ||
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 662,816 and 615,059 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 8 | 8 |
Additional paid-in capital | 159,595 | 156,433 |
Accumulated deficit | (164,568) | (157,454) |
Total shareholders' deficit | (4,965) | (1,013) |
Total liabilities and shareholders' deficit | $ 21,970 | $ 17,035 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Convertible debt short term, deferred costs and discount | $ 1,723 | |
Convertible debt long term, deferred costs and discount | $ 3,638 | |
Class A common stock | ||
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 | 662,816 | 615,059 |
Common stock, shares outstanding | 662,816 | 615,059 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net revenue | $ 4,884 | $ 14,727 | $ 9,823 | $ 25,337 |
Cost of goods sold | 4,467 | 12,278 | 9,323 | 21,991 |
Gross profit | 417 | 2,449 | 500 | 3,346 |
Expenses: | ||||
Selling and operating | 1,699 | 2,916 | 3,891 | 6,987 |
General and administrative | 1,373 | 1,404 | 2,670 | 3,071 |
Share based compensation | 177 | 155 | 342 | 406 |
Restructuring costs | 337 | 37 | 358 | |
Litigation | 500 | 24 | 500 | |
Depreciation and amortization | 107 | 124 | 215 | 274 |
Total expenses | 3,356 | 5,436 | 7,179 | 11,590 |
Loss from continuing operations | (2,939) | (2,987) | (6,679) | (8,244) |
Other income | 8 | 238 | 17 | 348 |
Interest expense | (884) | (144) | (923) | (369) |
Change in fair value of derivative liabilities, net | 309 | 4,509 | 267 | 6,264 |
Income/(loss) before income taxes | (3,506) | 1,616 | (7,318) | (2,001) |
Income tax (expense) benefit | (27) | (41) | (27) | 24 |
Income/(loss) from continuing operations, net of tax | (3,533) | 1,575 | (7,345) | (1,977) |
Income/(loss) from discontinued operations, net of tax | 70 | (133) | 231 | (315) |
Net income/(loss) | $ (3,463) | $ 1,442 | $ (7,114) | $ (2,292) |
Net income/(loss) per share - basic and diluted: | ||||
From continuing operations | $ (5.53) | $ 6.27 | $ (11.65) | $ (10.04) |
From discontinued operations | 0.11 | (0.53) | 0.37 | (1.60) |
Net income/(loss) per share - basic and diluted (in dollars per share) | $ (5.42) | $ 5.74 | $ (11.28) | $ (11.64) |
Weighted-average shares outstanding: | ||||
Basic and diluted (in shares) | 639 | 251 | 630 | 197 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Shareholders' Deficit (unaudited) - 6 months ended Jun. 30, 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 | 615,059 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock and other equity changes related to compensation | 342 | 342 | ||
Proceeds from warrant exercises, net of costs | 50 | 50 | ||
Proceeds from warrant exercises, net of costs (in shares) | 2,067 | |||
Issuance of common stock related to line of credit | 167 | 167 | ||
Issuance of common stock related to line of credit (in shares) | 29,082 | |||
Adjustment to common stock warrant liability for warrants extinguished/exchanged | 103 | 103 | ||
Adjustment to common stock warrant liability for warrants extinguished/exchanged (in shares) | 10,934 | |||
Fractional shares issued in connection with reverse split (in shares) | 5,674 | |||
Issuance of warrants in the 2016 Note Offering | 2,500 | 2,500 | ||
Net loss | (7,114) | (7,114) | ||
Balances at Jun. 30, 2016 | $ 8 | $ 159,595 | $ (164,568) | $ (4,965) |
Balances (in shares) at Jun. 30, 2016 | 662,816 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||
Net loss | $ (7,114) | $ (2,292) |
Income/(loss) from discontinued operations | 231 | (315) |
Loss from continuing operations | (7,345) | (1,977) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations: | ||
Depreciation | 215 | 274 |
Amortization of debt discount and issuance costs | 623 | |
Share-based compensation | 342 | 406 |
Change in valuation of derivative liabilities | (267) | (6,264) |
Loss (gain) on sale of assets | 10 | (148) |
Deferred interest on related party debt | 187 | |
Bad debt expense | 101 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,081 | (827) |
Costs in excess of billings on uncompleted contracts | 571 | 1,190 |
Inventory | 818 | 1,493 |
Deferred costs on uncompleted contracts | 406 | (2) |
Net investment in sales-type leases and other current assets | (127) | (233) |
Other assets | (206) | (1,327) |
Accounts payable | (445) | (3,892) |
Accrued liabilities | (470) | (675) |
Billings in excess of costs on uncompleted contracts | (662) | 591 |
Deferred revenue and other current liabilities | 19 | (1,333) |
Other liabilities | 8 | (59) |
Net cash used in operating activities - continuing operations | (5,328) | (12,596) |
Net cash provided by operating activities - discontinued operations | 213 | 2,139 |
Net cash used in operating activities | (5,115) | (10,457) |
Investing activities | ||
Purchase of property and equipment | (150) | |
Proceeds from sale of property and equipment | 9 | 168 |
Net cash provided by investing activities | 9 | 18 |
Financing activities | ||
Proceeds from 2015 Offerings and warrant exercises, net of costs | 17 | 14,152 |
Proceeds from convertible debt, net of costs and restricted cash | 1,533 | |
Principal payments on revolving line of credit | (9,198) | (29,320) |
Principal borrowings on revolving line of credit | 12,650 | 28,998 |
Net cash provided by financing activities | 5,002 | 13,830 |
Net change in cash | (104) | 3,391 |
Cash and cash equivalents at beginning of period | 594 | 1,947 |
Cash and cash equivalents at end of period | 490 | 5,338 |
Supplemental cash flow information | ||
Income taxes paid | 17 | |
Interest paid | 94 | 145 |
Non-cash items | ||
Transfer from accounts payable to other liabilities for amounts paid and to be paid by insurance carrier | 1,510 | |
Transfer of accounts payable to vendor line of credit | 59 | |
Payment on line of credit in Class A common stock | 167 | |
Discount from warrants issued in conjunction with 2016 Note Offering | 2,500 | |
Accrued closing costs on Convertible Note | 651 | |
Embedded derivative liability recorded in conjunction with April 2016 Offering | 2,616 | |
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 warrants | $ 103 | $ 7,258 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 6 Months Ended |
Jun. 30, 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. 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. 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 Note Offering”) of which $8.25 million is held in restricted accounts as of June 30, 2016. In addition, the Company has filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission to register the offer and sale of convertible preferred stock, Series H warrants and shares of Class A common stock issuable pursuant to the terms of such preferred stock and warrants. The U.S. Securities and Exchange Commission has not yet declared the registration statement effective. On May 25, 2016, the Company issued 29,082 shares of Class A common stock to Solar Solutions in payment of $167,513 due under the Amended and Restated Loan Agreement with Solar Solutions made as of March 31, 2016. See Note 3 below. As discussed in Note 13, Subsequent Events, on August 22, 2016, we executed a Second Loan Modification Agreement with Solar Solutions to extend the eligibility of certain receivables in the borrowing base. The Company has arranged for significant capital to be realized by the Company from (i) the conversion of convertible notes to common stock commencing October 1, 2016 and (ii) from the proceeds from the offering of convertible preferred stock and warrants, as and when the registration statement may be declared effective by the Securities and Exchange Commission and as and if the offering is successful. The Company has prepared its business plan for 2016, and as described below, believes if it successfully executes the 2016 business plan, would have sufficient financial resources to operate for the ensuing 12-month period. The Company objectives in preparing this plan included 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 thereby reducing the Company’s present operating losses in an effort to return 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 realized as of June 30, 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 through the first half of 2016 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 to be realized from its recent Form S-1 Registration Statement as described above, (ii) additional capital from the release of portions of the $8.25 million in cash currently in collateral accounts from the 2016 Note Offering, and (iii) the actions it has already implemented to reduce its fixed operating cost infrastructure, the Company has sufficient financial resources to operate for the ensuing 12 months. In the event the Company is unable to have the anticipated access to additional financial capital as described above, and therefore unable to successfully implement its 2016 business plan, 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 | 6 Months Ended |
Jun. 30, 2016 | |
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, 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 and six months ended June 30, 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. Derivative Liabilities 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 Company accounts for some of its financial instruments under ASC 815, Derivatives and Hedging, The following table reflects original assumptions at 4/1/2016 and at quarter end 6/30/2016 for embedded derivative liabilities issued in the 2016 Note Offering Exercise Closing Risk-free Market Remaining Probability of Embedded Derivative 04/01/2016 variable $ 14.600 0.90 % 49.0 % 3.0 15.0 % Embedded Derivative 06/30/2016 variable $ 4.285 0.71 % 49.0 % 2.75 15.0 % The following table reflects assumptions for common stock warrants accounted for as derivative liabilities and embedded derivative liabilities outstanding as of June 30, 2016. 2013 & 2014 2015 Issuances Total Derivative warrants outstanding at December 31, 2015 31,410 13,736 45,146 Issuances - 1,034 1,034 Anti-dilution adjustments 380 112 492 Exchanged for common stock - (9,291 ) (9,291 ) Exercised/expired - (4,030 ) (4,030 ) Derivative warrants outstanding at June 30, 2016 31,790 1,561 33,351 2013 & 2014 2015 2016 Total Fair value of derivatives at December 31, 2015 $ 193 $ 149 $ - $ 342 Adjustment for warrants exercised/extinguished - (103 ) - (103 ) Fair value of embedded derivatives in convertible note - - 2,616 2,616 Changes in fair value, net (109 ) (41 ) (117 ) (267 ) Fair value of derivatives at June 30, 2016 $ 84 $ 5 $ 2,499 $ 2,588 To reflect changes in the fair values of its outstanding warrants and embedded derivatives, the Company recorded to its derivative liabilities, a net noncash decrease of $0.3 million and a decrease of $4.5 million during the three months ended June 30, 2016 and 2015, respectively and noncash decreases of $0.3 million and $6.3 million during the six months ended June 30, 2016 and 2015, 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 Company used 10,000 simulations in the Monte Carlo pricing model to value the warrants and the embedded derivative in the convertible note. 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 and embedded derivative are reflected in the consolidated statement of operations as change in fair value of derivative liabilities, with an offsetting non-cash entry recorded as an adjustment to the derivative 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 June 30, 2016 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 89 $ — $ — $ 89 Embedded derivative liability 2,499 — — 2,499 Total fair value $ 2,588 $ — $ — $ 2,588 For the Company’s Level 3 measures, 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 derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the three months ended June 30, 2016: (in thousands) Fair Value Fair value of derivative liabilities at December 31, 2015 $ 342 Change in the fair value of derivative liabilities, net (267 ) Adjustment for warrants exercised/extinguished (103 ) Issuance of convertible notes containing embedded derivative 2,616 Fair value of derivative liabilities at June 30, 2016 $ 2,588 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 2015-03 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, 2018 and it is assessing the impact on its consolidated financial statements. |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Line of Credit | 3. Line of Credit On January 19, 2016 the Company entered into a waiver and consent agreement with SVB in which it consented to the assignment of the revolving credit facility to 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. On May 25, 2016, the Company entered into the First Loan Modification Agreement, effective as of May 19, 2016, with Solar Solutions to amend the terms of the Loan (the “Modification Agreement”). The Modification Agreement amends the Loan to, among other things, (i) reschedule the payment of $167,513.41 due on May 15, 2016 to a date on or before June 3, 2016 and (ii) require the Company to issue Solar Solutions 29,082 Generally, the Loan provides for advances not to exceed a maximum amount based upon a borrowing base availability of 75.0% of eligible accounts receivable and a variable rate 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 4.0%, plus 3.0%, and (b) 7.0%. 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. On August 22, 2016, Solar Solutions confirmed to the Company that Solar Solutions had agreed to amend the Loan to provide for the extension of the time period in which certain of the Company’s accounts receivable were available at the rate of 100% for Loan advances. This Second Modification Agreement extends the advance rate of such Company accounts receivable until October 1, 2016. The advance rate under the Loan for these accounts receivable declines after that date and migrate to a 0% advance rate at December 1, 2016. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Riverside is currently the Company’s largest shareholder and held approximately 12.7% of the Company’s issued and outstanding shares of Class A common stock as of June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2016: (in thousands) 2016 $ 383 2017 385 2018 343 2019 266 2020 and thereafter 578 $ 1,955 The Company incurred rent expense of $0.2 million and $0.3 million for the three months ended June 30, 2016 and 2015, respectively and $0.4 million and $0.6 million for the six months ended June 30, 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; contractual matters including warranty claims in the discontinued large commercial segment; 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. |
Convertible Debt
Convertible Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 6. Convertible Debt 2016 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 April 1, 2019 (the “Notes”) and one Series G warrant to purchase a fraction of one share of Class A common stock. 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 248,973 shares of Class A common stock. The Company has reserved up to 5,500,000 shares of Class A common stock for issuance pursuant to the terms of the Notes and may adjust such share reserve periodically to reflect the terms of the Notes. In accordance with relevant accounting guidance for debt with conversion and other options, the Company separately accounts for the liability and equity components of the Notes by allocating the proceeds between the liability component, and equity component over their relative fair values after initially allocating the fair value of the embedded conversion option. The equity component of the Notes and the embedded derivative liability are recognized as a debt discount on the issuance date. The debt discount, is amortized to interest expense using the effective interest method over three years, or the life of the Notes. In connection with the issuance of the Notes, the Company incurred approximately $1.4 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability component of the host debt instrument, and is recorded as a contra account to the debt liability on the balance sheet. The amount allocated to the liability component is amortized to interest expense over the contractual life of the Convertible Notes using the effective interest method. The Company’s outstanding convertible note balances as of June 30, 2016 consisted of the following (in thousands): June 30, 2016 Liability component: Principal $ 10,000 Less: debt discount, net (4,146 ) Less: debt issuance costs, net (1,215 ) Net carrying amount $ 4,639 As of June 30, 2016, the carrying value of the Convertible Notes was $4.6 million. The effective interest rate on the liability component was 58% for the period from the date of issuance through June 30, 2016. The following table sets forth total interest expense recognized related to the Convertible Notes during the three and six months ended June 30, 2016 (in thousands): Three Months Ended Six Months Ended Contractual interest expense $ 200 $ 200 Amortization of debt issuance costs 141 141 Amortization of debt discount 482 482 Total interest expense on Convertible Notes $ 823 $ 823 As of June 30, 2016 the Company has received $1.75 million of the proceeds from the sale of the units from the 2016 Note Offering in unrestricted cash. The remaining proceeds of $8.25 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, the 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 entered into separate termination and amendment agreements with the investors in the 2016 Note Offering pursuant to which the parties terminated the registration rights agreement entered into in connection with the 2016 Note Offering and the investors agreed (i) to release $1 million from the collateral accounts on the 3 rd th The Notes are convertible at any time, at the option of the holders, into shares of Common Stock at the lower of a fixed and floating conversion price. The initial fixed conversion price is $16.07 per share, subject to adjustment for stock splits and similar events. The floating conversion price is equal to the lowest of (i) 85% of the arithmetic average of the five lowest volume-weighted average prices of the Common Stock during the 20 consecutive trading day period ending on the trading day immediately preceding the delivery of the applicable conversion notice by such holder of Notes, (ii) 85% of the volume-weighted average price of the Common Stock on the trading day immediately preceding the delivery of the applicable conversion notice by such holder of Notes, and (iii) 85% of the volume-weighted average price of the Common Stock on the trading day of the delivery of the applicable conversion notice by such holder of Notes. Under terms of the Notes, principal and interest payments have been deferred until November 1, 2016 at which time, interest accrued at 8% per annum is due in full and thereafter, the Company shall make 28 equal monthly principal payments of approximately $ 0.36 million plus accrued interest. The Company has the option to make such principal and interest payments, in whole or in part, through the exchange of its Common Stock at the floating conversion price previously described. At June 30, 2016, the Company had accrued interest of $0.2 million included in accrued liabilities on the Condensed Balance Sheet. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | 7. Shareholders’ Equity The following transactions were completed during the six months ended June 30, 2016: 2016 Note Offering In connection with the issuance of the Notes, the Company issued Series G warrants exercisable into 291,298 shares of Class A common stock. The fair value of Warrants issued was $3.5 million and is recorded in Equity. The following table reflects original assumptions at 4/1/2016 for Series G Warrants issued in the 2016 Note Offering Exercise Closing Risk-free Market Remaining Series G Warrant $ 16.56 $ 14.20 1.240 % 121.21 % 5.0 June 2016 Reverse Stock Split On June 2, 2016, 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 27, 2016. 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. Option and Warrant Exercises During the three and six months ended June 30, 2016 and 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, 2016 and 2015 the Company issued 2,067 and 150,794 shares of its Class A common stock pursuant to the exercise of warrants and additional equity funding, respectively. At June 30, 2016, the Company had the following shares of Class A common stock reserved for future issuance: Stock options and grants outstanding under incentive plans 5,840 Common stock warrants outstanding - derivative liability 33,350 Common stock warrants outstanding - equity security 318,573 Total shares reserved for future issuance 357,763 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 8. Share-Based Compensation During the six months ended June 30, 2016, the Company did not grant any stock options and cancelled 612 stock options versus grants of 4,262 stock options and cancellations of 1,853 stock options during the six months ended June 30, 2015, under its 2008 Long-Term Incentive Plan, as amended. The new stock options vest at 2% per month for the 50 months beginning with the first day of the eleventh month after date of grant. Total share-based compensation expense recognized was $0.2 million and $0.2 million during the three months ended June 30, 2016 and 2015, respectively, and $0.3 million and $0.4 million during the six months ended June 30, 2016 and 2015, 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, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company performed assessments of the realizability of its net deferred tax assets generated during each reporting period, considering all available evidence, both positive and negative. As a result of these assessments, the Company concluded that it was more likely than not that none of its net deferred tax assets would be recoverable through the reversal of temporary differences and near term normal business results. The Company, during the six months ended June 30, 2016 and 2015, increased its valuation allowance by $2.4 million and $3.0 million, respectively. The Company recognized $27,000 income tax expense for states during the three and six months ended June 30, 2016 and $41,000 and a benefit of $24,000 as of the three and six months ended June 30, 2015, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 10. 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 3.3 million and 0.04 million for the three months ended June 30, 2016 and 2015, respectively, and 3.3 million and 0.04 million for the six months ended June 30, 2016 and 2015, 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) 2016 2015 2016 2015 Net income/(loss): Income/(loss) from continuing operations $ (3,533 ) $ 1,575 $ (7,345 ) $ (1,977 ) Income/(loss) from discontinued operations 70 (133 ) 231 (315 ) Net income/(loss) $ (3,463 ) $ 1,442 $ (7,114 ) $ (2,292 ) Weighted average shares for basic and diluted net loss per share: Weighted average shares for basic net loss per share 639 251 630 197 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 639 251 630 197 Net income/(loss) per share – basic and diluted: Income/(loss) from continuing operations $ (5.53 ) $ 6.27 $ (11.65 ) $ (10.04 ) Income/(loss) from discontinued operations 0.11 (0.53 ) 0.37 (1.60 ) Net income/(loss) $ (5.42 ) $ 5.74 $ (11.28 ) $ (11.64 ) |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 11. 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’ 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) 2016 2015 2016 2015 Net revenue: Residential $ 3,296 $ 11,110 $ 7,048 $ 17,967 Sunetric 1,588 3,617 2,775 7,370 Other — — — — Consolidated net revenue 4,884 14,727 9,823 25,337 Income/(loss) from operations: Residential (893 ) (509 ) (2,157 ) (2,978 ) Sunetric (291 ) 147 (1,089 ) (166 ) Other (1,755 ) (2,625 ) (3,433 ) (5,100 ) Consolidated loss from continuing operations (2,939 ) (2,987 ) (6,679 ) (8,244 ) Reconciliation of consolidated loss from operations to consolidated net loss: Other income 8 238 17 348 Interest expense (844 ) (144 ) (952 ) (369 ) Change in valuation of derivative liabilities 309 4,509 267 6,264 Income tax (expense)/benefit (27 ) (41 ) (27 ) 24 Income/(loss) from discontinued operations, net of tax 70 (133 ) 231 (315 ) Net income/(loss) $ (3,463 ) $ 1,442 $ (7,143 ) $ (2,292 ) 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, 2016 December 31, 2015 Total assets – continuing operations: Residential $ 6,692 $ 9,229 Sunetric 2,230 3,041 Other 9,650 1,034 $ 18,572 $ 13,304 Total assets – discontinued operations: Commercial 3,398 3,731 $ 21,970 $ 17,035 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 12. 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) 2016 2015 2016 2015 Major line items constituting pretax loss of discontinued operations: Net revenue $ 123 $ 486 $ 346 $ 909 Cost of goods sold 17 331 30 579 Selling and operating 30 190 73 450 General and administrative 6 34 12 108 Restructuring costs — 31 — 31 Depreciation and amortization — 33 — 56 Pretax income/(loss) of discontinued operations 70 (133 ) 231 (315 ) Income/(loss) on discontinued operations $ 70 $ (133 ) $ 231 $ (315 ) 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 $ 2,044 $ 1,560 Costs in excess of billings on uncompleted contracts 504 1,105 Inventory, net 58 112 Other current assets 57 76 Total major classes of current assets of the discontinued operations 2,663 2,853 Noncurrent assets: Other noncurrent assets 735 878 Total noncurrent assets of discontinued operations 735 878 Total assets of the discontinued operations in the balance sheet $ 3,398 $ 3,731 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 1,801 $ 1,978 Accrued liabilities 2,237 2,394 Deferred revenue and other current liabilities 121 138 Total current liabilities of discontinued operations 4,159 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 $ 4,384 $ 4,735 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On July 21, 2016, the company filed an amendment to its registration statement on Form S-1 with the SEC for convertible preferred stock and warrants. The SEC has not yet declared the registration statement effective. The Company intends to pursue the offering registered under the registration statement, but cannot predict with any degree of accuracy whether it will be able to accomplish the offering. On August 22, 2016, we executed a Second Loan Modification Agreement with Solar Solutions pursuant to which the dates for inclusion of certain receivables in the borrowing base have been extended. See Note 3 above. |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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. |
Derivative Liabilities | Derivative Liabilities 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 Company accounts for some of its financial instruments under ASC 815, Derivatives and Hedging, The following table reflects original assumptions at 4/1/2016 and at quarter end 6/30/2016 for embedded derivative liabilities issued in the 2016 Note Offering Exercise Closing Risk-free Market Remaining Probability of Embedded Derivative 04/01/2016 variable $ 14.600 0.90 % 49.0 % 3.0 15.0 % Embedded Derivative 06/30/2016 variable $ 4.285 0.71 % 49.0 % 2.75 15.0 % The following table reflects assumptions for common stock warrants accounted for as derivative liabilities and embedded derivative liabilities outstanding as of June 30, 2016. 2013 & 2014 2015 Issuances Total Derivative warrants outstanding at December 31, 2015 31,410 13,736 45,146 Issuances - 1,034 1,034 Anti-dilution adjustments 380 112 492 Exchanged for common stock - (9,291 ) (9,291 ) Exercised/expired - (4,030 ) (4,030 ) Derivative warrants outstanding at June 30, 2016 31,790 1,561 33,351 2013 & 2014 2015 2016 Total Fair value of derivatives at December 31, 2015 $ 193 $ 149 $ - $ 342 Adjustment for warrants exercised/extinguished - (103 ) - (103 ) Fair value of embedded derivatives in convertible note - - 2,616 2,616 Changes in fair value, net (109 ) (41 ) (117 ) (267 ) Fair value of derivatives at June 30, 2016 $ 84 $ 5 $ 2,499 $ 2,588 To reflect changes in the fair values of its outstanding warrants and embedded derivatives, the Company recorded to its derivative liabilities, a net noncash decrease of $0.3 million and a decrease of $4.5 million during the three months ended June 30, 2016 and 2015, respectively and noncash decreases of $0.3 million and $6.3 million during the six months ended June 30, 2016 and 2015, 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 Company used 10,000 simulations in the Monte Carlo pricing model to value the warrants and the embedded derivative in the convertible note. 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 and embedded derivative are reflected in the consolidated statement of operations as change in fair value of derivative liabilities, with an offsetting non-cash entry recorded as an adjustment to the derivative 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 June 30, 2016 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 89 $ — $ — $ 89 Embedded derivative liability 2,499 — — 2,499 Total fair value $ 2,588 $ — $ — $ 2,588 For the Company’s Level 3 measures, 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 derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the three months ended June 30, 2016: (in thousands) Fair Value Fair value of derivative liabilities at December 31, 2015 $ 342 Change in the fair value of derivative liabilities, net (267 ) Adjustment for warrants exercised/extinguished (103 ) Issuance of convertible notes containing embedded derivative 2,616 Fair value of derivative liabilities at June 30, 2016 $ 2,588 |
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 2015-03 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, 2018 and it is assessing the impact on its consolidated financial statements. |
Significant Accounting Polici21
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of assumptions for common stock warrant liability issued | Exercise Closing Risk-free Market Remaining Probability of Embedded Derivative 04/01/2016 variable $ 14.600 0.90 % 49.0 % 3.0 15.0 % Embedded Derivative 06/30/2016 variable $ 4.285 0.71 % 49.0 % 2.75 15.0 % |
Schedule of summary of changes to warrant valuations | 2013 & 2014 2015 Total Derivative warrants outstanding at December 31, 2015 31,410 13,736 45,146 Issuances - 1,034 1,034 Anti-dilution adjustments 380 112 492 Exchanged for common stock - (9,291 ) (9,291 ) Exercised/expired - (4,030 ) (4,030 ) Derivative warrants outstanding at June 30, 2016 31,790 1,561 33,351 2013 & 2014 2015 2016 Total Fair value of derivatives at December 31, 2015 $ 193 $ 149 $ - $ 342 Adjustment for warrants exercised/extinguished - (103 ) - (103 ) Fair value of embedded derivatives in convertible note - - 2,616 2,616 Changes in fair value, net (109 ) (41 ) (117 ) (267 ) Fair value of derivatives at June 30, 2016 $ 84 $ 5 $ 2,499 $ 2,588 |
Schedule of fair value of assets and liabilities measured on recurring basis | Balance at June 30, 2016 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 89 $ — $ — $ 89 Embedded derivative liability 2,499 — — 2,499 Total fair value $ 2,588 $ — $ — $ 2,588 |
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 derivative liabilities at December 31, 2015 $ 342 Change in the fair value of derivative liabilities, net (267 ) Adjustment for warrants exercised/extinguished (103 ) Issuance of convertible notes containing embedded derivative 2,616 Fair value of derivative liabilities at June 30, 2016 $ 2,588 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | (in thousands) 2016 $ 383 2017 385 2018 343 2019 266 2020 and thereafter 578 $ 1,955 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule for summary of convertible note | June 30, 2016 Liability component: Principal $ 10,000 Less: debt discount, net (4,146 ) Less: debt issuance costs, net (1,215 ) Net carrying amount $ 4,639 |
Schedule for interest expense recognized in convertible notes | Three Months Ended Six Months Ended Contractual interest expense $ 200 $ 200 Amortization of debt issuance costs 141 141 Amortization of debt discount 482 482 Total interest expense on Convertible Notes $ 823 $ 823 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of original assumptions for Series G Warrants issued | Exercise Closing Risk-free Market Remaining Series G Warrant $ 16.56 $ 14.20 1.240 % 121.21 % 5.0 |
Schedule of shares of Class A common stock reserved for future issuance | Stock options and grants outstanding under incentive plans 5,840 Common stock warrants outstanding - derivative liability 33,350 Common stock warrants outstanding - equity security 318,573 Total shares reserved for future issuance 357,763 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss per share | Three Months Ended Six Months Ended (in thousands, except per share data) 2016 2015 2016 2015 Net income/(loss): Income/(loss) from continuing operations $ (3,533 ) $ 1,575 $ (7,345 ) $ (1,977 ) Income/(loss) from discontinued operations 70 (133 ) 231 (315 ) Net income/(loss) $ (3,463 ) $ 1,442 $ (7,114 ) $ (2,292 ) Weighted average shares for basic and diluted net loss per share: Weighted average shares for basic net loss per share 639 251 630 197 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 639 251 630 197 Net income/(loss) per share – basic and diluted: Income/(loss) from continuing operations $ (5.53 ) $ 6.27 $ (11.65 ) $ (10.04 ) Income/(loss) from discontinued operations 0.11 (0.53 ) 0.37 (1.60 ) Net income/(loss) $ (5.42 ) $ 5.74 $ (11.28 ) $ (11.64 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of reconciliation of total of reportable segments' loss from operations | Three Months Ended Six Months Ended (in thousands) 2016 2015 2016 2015 Net revenue: Residential $ 3,296 $ 11,110 $ 7,048 $ 17,967 Sunetric 1,588 3,617 2,775 7,370 Other — — — — Consolidated net revenue 4,884 14,727 9,823 25,337 Income/(loss) from operations: Residential (893 ) (509 ) (2,157 ) (2,978 ) Sunetric (291 ) 147 (1,089 ) (166 ) Other (1,755 ) (2,625 ) (3,433 ) (5,100 ) Consolidated loss from continuing operations (2,939 ) (2,987 ) (6,679 ) (8,244 ) Reconciliation of consolidated loss from operations to consolidated net loss: Other income 8 238 17 348 Interest expense (844 ) (144 ) (952 ) (369 ) Change in valuation of derivative liabilities 309 4,509 267 6,264 Income tax (expense)/benefit (27 ) (41 ) (27 ) 24 Income/(loss) from discontinued operations, net of tax 70 (133 ) 231 (315 ) Net income/(loss) $ (3,463 ) $ 1,442 $ (7,143 ) $ (2,292 ) |
Schedule of reconciliation of reportable segments' assets to the Company's consolidated total assets. | (in thousands) June 30, 2016 December 31, 2015 Total assets – continuing operations: Residential $ 6,692 $ 9,229 Sunetric 2,230 3,041 Other 9,650 1,034 $ 18,572 $ 13,304 Total assets – discontinued operations: Commercial 3,398 3,731 $ 21,970 $ 17,035 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 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 For the Six Months Ended (in thousands) 2016 2015 2016 2015 Major line items constituting pretax loss of discontinued operations: Net revenue $ 123 $ 486 $ 346 $ 909 Cost of goods sold 17 331 30 579 Selling and operating 30 190 73 450 General and administrative 6 34 12 108 Restructuring costs — 31 — 31 Depreciation and amortization — 33 — 56 Pretax income/(loss) of discontinued operations 70 (133 ) 231 (315 ) Income/(loss) on discontinued operations $ 70 $ (133 ) $ 231 $ (315) |
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) June 30, December 31, Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 2,044 $ 1,560 Costs in excess of billings on uncompleted contracts 504 1,105 Inventory, net 58 112 Other current assets 57 76 Total major classes of current assets of the discontinued operations 2,663 2,853 Noncurrent assets: Other noncurrent assets 735 878 Total noncurrent assets of discontinued operations 735 878 Total assets of the discontinued operations in the balance sheet $ 3,398 $ 3,731 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 1,801 $ 1,978 Accrued liabilities 2,237 2,394 Deferred revenue and other current liabilities 121 138 Total current liabilities of discontinued operations 4,159 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 $ 4,384 $ 4,735 |
Organization, Nature of Opera28
Organization, Nature of Operations, and Principles of Consolidation (Detail Textuals) - USD ($) | May 12, 2016 | Apr. 01, 2016 | Jun. 30, 2016 | May 25, 2016 |
Principles Of Consolidation Organization And Nature Of Operations [Line Items] | ||||
Proceeds from convertible notes | $ 1,533,000 | |||
Amount release from collateral accounts in exchange for withdrawal of registration statement | $ 1,000,000 | |||
Additional amount release from collateral accounts in exchange for withdrawal of registration statement | $ 1,000,000 | |||
2016 Note Offering | ||||
Principles Of Consolidation Organization And Nature Of Operations [Line Items] | ||||
Net aggregate proceeds from capital raising transactions | $ 9,400,000 | |||
Additional capital from convertible note held in restricted cash | $ 8,250,000 | |||
Amended and Restated Loan Agreement | Solar Solutions | ||||
Principles Of Consolidation Organization And Nature Of Operations [Line Items] | ||||
Common stock, shares issued | 29,082 | |||
Debt outstanding amount | $ 167,513 | |||
Convertible notes | ||||
Principles Of Consolidation Organization And Nature Of Operations [Line Items] | ||||
Proceeds from convertible notes | $ 10,000,000 |
Significant Accounting Polici29
Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Embedded Derivative 04/01/2016 | |
Embedded Derivative [Line Items] | |
Exercise Price | variable |
Closing Market Price (average) | $ 14.600 |
Risk-free Rate | 0.90% |
Market Price Volatility | 49.00% |
Remaining Term (years) | 3 years |
Probability of change in control | 15.00% |
Embedded Derivative 06/30/2016 | |
Embedded Derivative [Line Items] | |
Exercise Price | variable |
Closing Market Price (average) | $ 4.285 |
Risk-free Rate | 0.71% |
Market Price Volatility | 49.00% |
Remaining Term (years) | 2 years 9 months |
Probability of change in control | 15.00% |
Significant Accounting Polici30
Significant Accounting Policies - Summary of Warrant Activity (Details 1) | 6 Months Ended |
Jun. 30, 2016shares | |
Class Of Warrant Or Right Outstanding [Roll Forward] | |
Derivative warrants outstanding at December 31, 2015 | 45,146 |
Issuances | 1,034 |
Anti-dilution adjustments | 492 |
Exchanged for common stock | (9,291) |
Exercised/expired | (4,030) |
Derivative warrants outstanding at June 30, 2016 | 33,351 |
2013 & 2014 Issuances | |
Class Of Warrant Or Right Outstanding [Roll Forward] | |
Derivative warrants outstanding at December 31, 2015 | 31,410 |
Issuances | |
Anti-dilution adjustments | 380 |
Exchanged for common stock | |
Exercised/expired | |
Derivative warrants outstanding at June 30, 2016 | 31,790 |
2015 Issuances | |
Class Of Warrant Or Right Outstanding [Roll Forward] | |
Derivative warrants outstanding at December 31, 2015 | 13,736 |
Issuances | 1,034 |
Anti-dilution adjustments | 112 |
Exchanged for common stock | (9,291) |
Exercised/expired | (4,030) |
Derivative warrants outstanding at June 30, 2016 | 1,561 |
Significant Accounting Polici31
Significant Accounting Policies - Summary of Changes To Warrant Valuations (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Class Of Warrant Or Right Outstanding [Roll Forward] | ||||
Fair value of derivatives at December 31, 2015 | $ 342 | |||
Adjustment for warrants exercised/ extinguished | (103) | |||
Fair value of embedded derivatives in convertible note | 2,616 | |||
Changes in fair value, net | $ (309) | $ (4,509) | (267) | $ (6,264) |
Fair value of derivatives at June 30, 2016 | 1,785 | 1,785 | ||
2013 & 2014 Issuances | ||||
Class Of Warrant Or Right Outstanding [Roll Forward] | ||||
Fair value of derivatives at December 31, 2015 | 193 | |||
Adjustment for warrants exercised/ extinguished | ||||
Changes in fair value, net | (109) | |||
Fair value of derivatives at June 30, 2016 | 84 | 84 | ||
2015 Issuances | ||||
Class Of Warrant Or Right Outstanding [Roll Forward] | ||||
Fair value of derivatives at December 31, 2015 | 149 | |||
Adjustment for warrants exercised/ extinguished | (103) | |||
Changes in fair value, net | (41) | |||
Fair value of derivatives at June 30, 2016 | 5 | 5 | ||
2,016 | ||||
Class Of Warrant Or Right Outstanding [Roll Forward] | ||||
Fair value of derivatives at December 31, 2015 | ||||
Adjustment for warrants exercised/ extinguished | ||||
Fair value of embedded derivatives in convertible note | 2,616 | |||
Changes in fair value, net | (117) | |||
Fair value of derivatives at June 30, 2016 | $ 2,499 | $ 2,499 |
Significant Accounting Polici32
Significant Accounting Policies - Fair Value of Assets and Liabilities Measured on Recurring Basis (Details 3) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 1,785 | $ 342 |
Embedded derivative liability | 2,616 | |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 89 | |
Embedded derivative liability | 2,499 | |
Total fair value | 2,588 | |
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 | ||
Embedded derivative liability | ||
Total fair value | ||
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 | ||
Embedded derivative liability | ||
Total fair value | ||
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 | 89 | |
Embedded derivative liability | 2,499 | |
Total fair value | $ 2,588 |
Significant Accounting Polici33
Significant Accounting Policies - Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Change in the fair value of derivative liabilities, net | $ (309) | $ (4,509) | $ (267) | $ (6,264) |
Adjustment for warrants exercised/ extinguished | (103) | |||
Issuance of convertible notes containing embedded derivative | 2,616 | |||
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 derivative liabilities at December 31, 2015 | 342 | |||
Change in the fair value of derivative liabilities, net | (267) | |||
Adjustment for warrants exercised/ extinguished | (103) | |||
Issuance of convertible notes containing embedded derivative | 2,616 | |||
Fair value of derivative liabilities at June 30, 2016 | $ 2,588 | $ 2,588 |
Significant Accounting Polici34
Significant Accounting Policies - Additional Information (Detail Textuals) $ in Millions | Jun. 02, 2016 | Jun. 30, 2016USD ($)SimulationPath | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)SimulationPath | Jun. 30, 2015USD ($) |
Accounting Policies [Abstract] | |||||
Decrease in fair value of outstanding warrants and embedded derivatives | $ | $ 0.3 | $ 4.5 | $ 0.3 | $ 6.3 | |
Reverse stock split | one-for-twenty | ||||
Number of Monte Carlo pricing model simulations used to value the warrants | SimulationPath | 10,000 | 10,000 |
Line of Credit (Detail Textuals
Line of Credit (Detail Textuals) - USD ($) | Oct. 01, 2016 | Jan. 01, 2017 | Aug. 22, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | May 25, 2016 |
Subsequent events | ||||||
Line of Credit Facility [Line Items] | ||||||
Percentage of accounts receivable at rate of loan advances | 100.00% | |||||
Percentage Of Advance Rate Under Loan For Accounts Receivable | 0.00% | |||||
Silicon Valley Bank (SVB) | Line of credit | ||||||
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 | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||||
Borrowings interest rate, description | 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 | Line of credit | Accounts Receivable | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowing base | 75.00% | |||||
Solar Solutions | Line of credit | Subsequent events | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility reduced amount | $ 4,000,000 | $ 3,000,000 | ||||
Amended and Restated Loan Agreement | Solar Solutions | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 167,513 | |||||
Common stock, shares issued | 29,082 | |||||
Share Price | $ 5.76 |
Related Party Transactions (Det
Related Party Transactions (Detail Textuals) | Jun. 30, 2016 |
Riverside Lender | Class A common stock | |
Related Party Transaction [Line Items] | |
Ownership of common stock related party | 12.70% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of remaining future minimum payments of all leases (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 383 |
2,017 | 385 |
2,018 | 343 |
2,019 | 266 |
2020 and thereafter | 578 |
Total minimum lease payments | $ 1,955 |
Commitments and Contingencies38
Commitments and Contingencies (Detail Textuals) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Line Items] | ||||
Rent expense | $ 0.2 | $ 0.3 | $ 0.4 | $ 0.6 |
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 |
Convertible Debt - Outstanding
Convertible Debt - Outstanding convertible note balances (Details) - Convertible note $ in Thousands | Jun. 30, 2016USD ($) |
Liability component: | |
Principal | $ 10,000 |
Less: debt discount, net | (4,146) |
Less: debt issuance costs, net | (1,215) |
Net carrying amount | $ 4,639 |
Convertible Debt - Total intere
Convertible Debt - Total interest expense recognized related to the Convertible Notes (Details 1) - Convertible note - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 200 | $ 200 |
Amortization of debt issuance costs | 141 | 141 |
Amortization of debt discount | 482 | 482 |
Total interest expense on Convertible Notes | $ 823 | $ 823 |
Convertible Debt (Detail Textua
Convertible Debt (Detail Textuals) $ / shares in Units, $ in Thousands | Jun. 02, 2016 | May 12, 2016USD ($)Principal_payment$ / shares | Apr. 01, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)shares | Jun. 30, 2015shares |
Debt Instrument [Line Items] | |||||
Total shares reserved for future issuance | shares | 357,763 | ||||
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 | ||||
Reverse stock split | one-for-twenty | ||||
Accrued interest | $ 200 | ||||
Convertible note | |||||
Debt Instrument [Line Items] | |||||
Carrying value of the Convertible Notes | $ 4,639 | ||||
Effective interest rate on the liability component | 58.00% | ||||
2016 Note Offering | |||||
Debt Instrument [Line Items] | |||||
Proceeds from sale of units | $ 1,750 | ||||
Additional capital from convertible note held in restricted cash | 8,250 | ||||
Debt issuance costs | $ 1,400 | ||||
Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Number of warrants exercisable into Class A common stock | shares | 2,067 | 150,794 | |||
Total shares reserved for future issuance | shares | 5,500,000 | ||||
Minimum percentage of common stock can issue before the issuance of the notes and exercise of Warrant | 20.00% | ||||
Class A common stock | 2016 Note Offering | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from issue of units in private placement | $ 10,000 | ||||
Purchase price of units per share (in dollars per share) | $ / shares | $ 1 | ||||
Conversion price | $ / shares | $ 16.07 | ||||
Floating conversion price description | The floating conversion price is equal to the lowest of (i) 85% of the arithmetic average of the five lowest volume-weighted average prices of the Common Stock during the 20 consecutive trading day period ending on the trading day immediately preceding the delivery of the applicable conversion notice by such holder of Notes, (ii) 85% of the volume-weighted average price of the Common Stock on the trading day immediately preceding the delivery of the applicable conversion notice by such holder of Notes, and (iii) 85% of the volume-weighted average price of the Common Stock on the trading day of the delivery of the applicable conversion notice by such holder of Notes. | ||||
Interest rate | 8.00% | ||||
Debt instrument, fequency of periodic payment | Monthly | ||||
Principal payments | $ 360 | ||||
Number of equal monthly principal payments | Principal_payment | 28 | ||||
Class A common stock | 2016 Note Offering | Series G warrants | |||||
Debt Instrument [Line Items] | |||||
Number of warrants exercisable into Class A common stock | shares | 248,973 | 291,298 |
Shareholders' Equity - Original
Shareholders' Equity - Original assumptions for Series G Warrants issued (Details) - Series G warrants - 2016 Note Offering | Apr. 01, 2016$ / shares |
Shareholders Equity [Line Items] | |
Exercise Price | $ 16.56 |
Closing Market Price | $ 14.20 |
Risk-free Rate | 1.24% |
Market Price Volatility | 121.21% |
Remaining Term (years) | 5 years |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Class A common stock reserved for future issuance (Details 1) | Jun. 30, 2016shares |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 357,763 |
Stock options and grants outstanding under incentive plans | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 5,840 |
Common stock warrants outstanding | Derivative liability | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 33,350 |
Common stock warrants outstanding | Equity security | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 318,573 |
Shareholders' Equity (Detail Te
Shareholders' Equity (Detail Textuals) - USD ($) $ in Thousands | Jun. 02, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Apr. 01, 2016 |
Shareholders Equity [Line Items] | ||||||
Fair value of Warrants issued | $ (309) | $ (4,509) | $ (267) | $ (6,264) | ||
Reverse stock split | one-for-twenty | |||||
June 2016 Reverse Stock Split | ||||||
Shareholders Equity [Line Items] | ||||||
Reverse stock split | one-for-twenty | |||||
Class A common stock | ||||||
Shareholders Equity [Line Items] | ||||||
Number of warrants exercisable into Class A common stock | 2,067 | 150,794 | 2,067 | 150,794 | ||
Series G warrants | 2016 Note Offering | ||||||
Shareholders Equity [Line Items] | ||||||
Fair value of Warrants issued | $ 3,500 | |||||
Series G warrants | Class A common stock | 2016 Note Offering | ||||||
Shareholders Equity [Line Items] | ||||||
Number of warrants exercisable into Class A common stock | 291,298 | 291,298 | 248,973 |
Share-Based Compensation (Detai
Share-Based Compensation (Detail Textuals) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0.2 | $ 0.2 | $ 0.3 | $ 0.4 |
2008 Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted | 4,262 | |||
Stock options cancelled | 612 | 1,853 | ||
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 | 2.00% |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Deferred tax assets valuation allowances | $ 2,400 | $ 3,000 | ||
Income tax (expense) benefit | $ (27) | $ (41) | $ (27) | $ 24 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income/(loss): | ||||
Income/(loss) from continuing operations | $ (3,533) | $ 1,575 | $ (7,345) | $ (1,977) |
Income/(loss) from discontinued operations | 70 | (133) | 231 | (315) |
Net income/(loss) | $ (3,463) | $ 1,442 | $ (7,114) | $ (2,292) |
Weighted average shares for basic and diluted net loss per share: | ||||
Weighted average shares for basic net loss per share | 639 | 251 | 630 | 197 |
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 | 639 | 251 | 630 | 197 |
Net income/(loss) per share - basic and diluted: | ||||
Income/(loss) from continuing operations (in dollars per share) | $ (5.53) | $ 6.27 | $ (11.65) | $ (10.04) |
Income/(loss) from discontinued operations (in dollars per share) | 0.11 | (0.53) | 0.37 | (1.60) |
Net income/(loss) (in dollars per share) | $ (5.42) | $ 5.74 | $ (11.28) | $ (11.64) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail Textuals) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 3,300 | 40 | 3,300 | 40 |
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 4,884 | $ 14,727 | $ 9,823 | $ 25,337 |
Loss from operations | (2,939) | (2,987) | (6,679) | (8,244) |
Reconciliation of consolidated loss from operations to consolidated net loss: | ||||
Other income | 8 | 238 | 17 | 348 |
Interest expense | (884) | (144) | (923) | (369) |
Change in valuation of derivative liabilities | 309 | 4,509 | 267 | 6,264 |
Income tax (expense) benefit | (27) | (41) | (27) | 24 |
Income/(loss) from discontinued operations, net of tax | 70 | (133) | 231 | (315) |
Net income/(loss) | (3,463) | 1,442 | (7,114) | (2,292) |
Residential | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 3,296 | 11,110 | 7,048 | 17,967 |
Loss from operations | (893) | (509) | (2,157) | (2,978) |
Sunetric | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 1,588 | 3,617 | 2,775 | 7,370 |
Loss from operations | (291) | 147 | (1,089) | (166) |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | ||||
Loss from operations | $ (1,715) | $ (2,625) | $ (3,433) | $ (5,100) |
Segment Information - Reconcili
Segment Information - Reconciliation of reportable segments' assets to consolidated total assets (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 21,970 | $ 17,035 |
Continuing Operations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 18,572 | 13,304 |
Continuing Operations | Residential | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 6,692 | 9,229 |
Continuing Operations | Sunetric | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 2,230 | 3,041 |
Continuing Operations | Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 9,650 | 1,034 |
Discontinued Operations | Commercial | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 3,398 | $ 3,731 |
Segment Information (Detail Tex
Segment Information (Detail Textuals) | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Major line items constituting pretax loss of discontinued operations: | ||||
Net revenue | $ 123 | $ 486 | $ 346 | $ 909 |
Cost of goods sold | 17 | 331 | 30 | 579 |
Selling and operating | 30 | 190 | 73 | 450 |
General and administrative | 6 | 34 | 12 | 108 |
Restructuring costs | 31 | 31 | ||
Depreciation and amortization | 33 | 56 | ||
Pretax income/(loss) of discontinued operations | 70 | (133) | 231 | (315) |
Income/(loss) from discontinued operations | $ 70 | $ (133) | $ 231 | $ (315) |
Discontinued Operations - Sch53
Discontinued Operations - Schedule of reconciliation of discontinued operations presented in condensed consolidated balance sheets (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, net | $ 2,044 | $ 1,560 |
Costs in excess of billings on uncompleted contracts | 504 | 1,105 |
Inventory, net | 58 | 112 |
Other current assets | 57 | 76 |
Total major classes of current assets of the discontinued operations | 2,663 | 2,853 |
Noncurrent assets: | ||
Other noncurrent assets | 735 | 878 |
Total noncurrent assets of discontinued operations | 735 | 878 |
Total assets of the discontinued operations in the balance sheet | 3,398 | 3,731 |
Current liabilities: | ||
Accounts payable | 1,801 | 1,978 |
Accrued liabilities | 2,237 | 2,394 |
Deferred revenue and other current liabilities | 121 | 138 |
Total current liabilities of discontinued operations | 4,159 | 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 | $ 4,384 | $ 4,735 |