Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 06, 2017 | Jun. 30, 2016 | |
Entity Registrant Name | Real Goods Solar, Inc. | ||
Entity Central Index Key | 1,425,565 | ||
Trading Symbol | rgse | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 2,323,242 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock | |||
Entity Common Stock, Shares Outstanding | 7,480,906 | ||
Class B common stock | |||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 2,940 | $ 594 |
Restricted cash | 173 | |
Accounts receivable, net | 3,002 | 4,374 |
Costs in excess of billings | 19 | 930 |
Inventory, net | 1,502 | 2,051 |
Deferred costs on uncompleted contracts | 398 | 935 |
Other current assets | 912 | 662 |
Current assets of discontinued operations | 909 | 2,853 |
Total current assets | 9,855 | 12,399 |
Property and equipment, net | 620 | 1,015 |
Goodwill | 1,338 | 1,338 |
Net investment in sales-type leases and other assets | 1,308 | 1,405 |
Noncurrent assets of discontinued operations | 1,252 | 878 |
Total assets | 14,373 | 17,035 |
Current liabilities: | ||
Line of credit | 663 | 774 |
Convertible debt, net of deferred cost and pre-installment of $298 and $0 | 124 | |
Accounts payable | 2,555 | 9,121 |
Accrued liabilities | 1,284 | 1,278 |
Billings in excess of costs on uncompleted contracts | 107 | 858 |
Derivative liabilities | 46 | |
Deferred revenue and other current liabilities | 1,033 | 918 |
Current liabilities of discontinued operations | 1,457 | 4,510 |
Total current liabilities | 7,269 | 17,459 |
Other liabilities | 1,764 | 22 |
Derivative liabilities | 137 | 342 |
Discontinued operations, non-current liabilities | 225 | 225 |
Total liabilities | 9,395 | 18,048 |
Commitments and contingencies (Note 6) | ||
Shareholders' equity (deficit): | ||
Preferred stock, par value $.0001 per share; 50,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 187,752 | 156,433 |
Accumulated deficit | (182,782) | (157,454) |
Total shareholders' equity (deficit) | 4,978 | (1,013) |
Total liabilities and shareholders' equity (deficit) | 14,373 | 17,035 |
Class A common stock | ||
Shareholders' equity (deficit): | ||
Common stock value | 8 | 8 |
Total shareholders' equity (deficit) | 8 | 8 |
Class B common stock | ||
Shareholders' equity (deficit): | ||
Common stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred costs and pre-installments | $ 298,000 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 1,183,151 | 20,502 |
Common stock, shares outstanding | 1,183,151 | 20,502 |
Class B common stock | ||
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenue | $ 17,425 | $ 45,527 |
Cost of goods sold | 15,550 | 39,091 |
Gross profit | 1,875 | 6,436 |
Expenses: | ||
Selling and operations | 7,006 | 13,924 |
General and administrative | 5,250 | 5,818 |
Share based compensation | 708 | 784 |
Restructuring costs | 39 | 247 |
Litigation | 24 | 2,004 |
Depreciation and amortization | 424 | 484 |
Total expenses | 13,451 | 23,261 |
Loss from continuing operations | (11,576) | (16,825) |
Other (expense) income | (21) | 386 |
Interest expense | (2,811) | (487) |
Change in fair value of derivative liabilities and loss on debt extinguishment | (11,395) | 7,127 |
Loss before income taxes | (25,803) | (9,799) |
Income tax expense | (27) | (9) |
Loss from continuing operations, net of tax | (25,830) | (9,808) |
Gain (loss) from discontinued operations, net of tax | 502 | (972) |
Net loss | $ (25,328) | $ (10,780) |
Net loss per share: | ||
From continuing operations (in dollars per share) | $ (187.18) | $ (700.57) |
From discontinued operations (in dollars per share) | 3.64 | (69.43) |
Net loss per share - basic and diluted (in dollars per share) | $ (183.54) | $ (770) |
Weighted average shares outstanding: | ||
Basic (in shares) | 138 | 14 |
Diluted (in shares) | 138 | 14 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Class A common stock | Additional Paid - in Capital | Bus Comb Cons to be Transferred | Accumulated Deficit | Total |
Balances at Dec. 31, 2014 | $ 5 | $ 140,124 | $ 1,244 | $ (146,674) | $ (5,301) |
Balances (in shares) at Dec. 31, 2014 | 4,335 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock and other equity changes related to compensation | 784 | 784 | |||
Issuance of common stock and other equity changes related to compensation (in shares) | 25 | ||||
Proceeds from common stock offerings and warrant exercises, net of costs | $ 3 | 15,022 | 15,025 | ||
Proceeds from common stock offerings and warrant exercises, net of costs (in shares) | 11,739 | ||||
Establishment of liability related to common stock warrant issuance | (12,246) | (12,246) | |||
Adjustment to common stock warrant liability for warrants exercised/extinguished | 7,267 | 7,267 | |||
Adjustment to common stock warrant liability for warrants exercised/extinguished (in shares) | 2,213 | ||||
Related party debt conversion | 4,238 | 4,238 | |||
Related party debt conversion (in shares) | 2,147 | ||||
Business combination consideration | 1,244 | $ (1,244) | |||
Business combination consideration (in shares) | 38 | ||||
Fractional shares issued in connection with reverse split (in shares) | 5 | ||||
Net loss | (10,780) | (10,780) | |||
Balances at Dec. 31, 2015 | $ 8 | 156,433 | (157,454) | (1,013) | |
Balances (in shares) at Dec. 31, 2015 | 20,502 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock and other equity changes related to compensation | 708 | 708 | |||
Proceeds from common stock offerings and warrant exercises, net of costs | 5,185 | 5,185 | |||
Proceeds from common stock offerings and warrant exercises, net of costs (in shares) | 626,251 | ||||
Fair value of shares issued for convertible note and interest and preferred stock liability converted to common stock | $ 17,308 | 21,604 | 21,604 | ||
Fair value of shares issued for convertible note and interest and preferred stock liability converted to common stock (in shares) | 534,875 | ||||
Issuance of common stock related to line of credit | 167 | 167 | |||
Issuance of common stock related to line of credit (in shares) | 970 | ||||
Adjustment to common stock warrant liability for warrants exercised/extinguished | 103 | 103 | |||
Adjustment to common stock warrant liability for warrants exercised/extinguished (in shares) | 364 | ||||
Fractional shares issued in connection with reverse split (in shares) | 189 | ||||
Issuance of warrants in the 2016 note and preferred stock offerings | $ 2,502 | 3,552 | 3,552 | ||
Net loss | (25,328) | (25,328) | |||
Balances at Dec. 31, 2016 | $ 8 | $ 187,752 | $ (182,782) | $ 4,978 | |
Balances (in shares) at Dec. 31, 2016 | 1,183,151 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | ||
Net loss | $ (25,328) | $ (10,780) |
Gain (loss) from discontinued operations | 502 | (972) |
Loss from continuing operations | (25,830) | (9,808) |
Adjustments to reconcile net loss to net cash used in operating activities - continuing operations: | ||
Depreciation | 424 | 484 |
Amortization of debt discount and issuance costs | 2,516 | |
Share-based compensation expense | 708 | 784 |
Change in fair value of derivative liabilities and loss on debt extinguishment | 11,395 | (7,127) |
Loss (gain) on sale of assets | 21 | (160) |
Bad debt expense | 26 | 799 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1,346 | 3,564 |
Costs in excess of billings on uncompleted contracts | 911 | 1,995 |
Inventory, net | 549 | 2,588 |
Deferred costs on uncompleted contracts | 537 | 1,076 |
Net investment in sales-type leases and other current assets | 97 | 420 |
Other non-current assets | (250) | (274) |
Accounts payable | (3,217) | (4,721) |
Accrued liabilities | 22 | (738) |
Billings in excess of costs on uncompleted contracts | (751) | (1,126) |
Deferred revenue and other current liabilities | 115 | (1,834) |
Other liabilities | 68 | (110) |
Net cash used in operating activities - continuing operations | (11,313) | (14,188) |
Net cash (used in) provided by operating activities - discontinued operations | (981) | 1,230 |
Net cash used in operating activities | (12,294) | (12,958) |
Investing activities: | ||
Purchases of property and equipment | (67) | (26) |
Proceeds from sale of property and equipment | 17 | 181 |
Net cash provided by (used in) investing activities | (50) | 155 |
Financing activities: | ||
Proceeds from exercise of warrants and issuance of common stock, net of costs | 5,152 | 15,025 |
Proceeds from convertible debt, net of costs and amount held in restricted cash | 8,929 | |
Proceeds from the issuance of convertible preferred stock, net of costs | 2,228 | |
Principal borrowings on revolving line of credit | 18,094 | 46,071 |
Principal payments on revolving line of credit | (19,713) | (49,646) |
Net cash provided by financing activities | 14,690 | 11,450 |
Net increase (decrease) increase in cash | 2,346 | (1,353) |
Cash at beginning of year | 594 | 1,947 |
Cash at end of year | 2,940 | 594 |
Supplemental cash flow information: | ||
Income taxes paid | 19 | 21 |
Interest paid | 212 | 249 |
Non-cash items | ||
Change in common stock warrant liability in conjunction with exercise/extinguishment of warrants | 133 | 7,262 |
Consideration transferred to Elemental Energy, LLC; released 38 shares of class A common stock | 1,244 | |
Common stock warrant liability recorded in conjunction with equity funding | 12,246 | |
Issuance of Class A common stock to related party for conversion of subordinated debt and accrued interest | $ 4,238 | |
Transfer from accounts payable to other liabilities for amounts paid by insurance carrier | 1,510 | |
Transfer of accounts payable to vendor line of credit | 1,675 | |
Payment on line of credit in Class A common stock | 167 | |
Debt discount arising from warrants issued in conjunction with 2016 Note Offering | 20 | |
Interest paid with common stock | 337 | |
Embedded derivative liability with 2016 Note Offering | 45 | |
Accrued closing costs on the 2016 Note Offering | $ 25 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parentheticals) shares in Thousands | 12 Months Ended |
Dec. 31, 2016shares | |
Statement of Cash Flows [Abstract] | |
Issuance of Class A common stock in conjunction with the acquisition of businesses | 38 |
Principles of Consolidation, Or
Principles of Consolidation, Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation, Organization and Nature of Operations | 1. Principles of Consolidation, Organization and Nature of Operations Real Goods Solar, Inc. (“RGS” or the “Company”) is a residential and commercial solar energy engineering, procurement, and construction firm. The consolidated financial statements include the accounts of RGS and its wholly-owned subsidiaries. RGS has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, which include the Company’s accounts and those of its subsidiaries. Intercompany transactions and balances have been eliminated. The Company has included the results of operations of acquired companies from the effective date of acquisition. Reverse Stock Splits The Company reports all share and per share amounts reflecting the most recent reverse stock split. Discontinued Operations During 2014, the Company committed to a plan to sell certain contracts and rights comprised of the Company’s large commercial installations business, otherwise known as the Company’s former Commercial segment. At the same time, the Company determined not to enter into further large commercial installation contracts in the mainland United States. Most contracts in process at December 31, 2014 were substantially completed during 2015 and remaining work was completed in 2016. The Company now reports this business as a discontinued operation, separate from the Company’s continuing operations. The following discussion and analysis of financial condition and results of operations is for the Company’s continuing operations, unless indicated otherwise. Liquidity and Financial Resources Update We have experienced recurring operating losses and negative cash flow from operations in recent years. Because of these losses, we did not pay vendors on a timely basis and, accordingly, experienced difficulties obtaining credit terms from our equipment suppliers that limited our ability to convert our backlog in an expeditious manner, which resulted in customer cancellations of contracts. Starting with the fourth quarter of 2014, we implemented measures to reduce our cash outflow for operations such that the required level of sales to achieve break-even results was reduced. 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 our products and (iv) efforts to enhance accounts receivable collections and optimize inventory levels. Net cash outflow for 2016 from continuing operations of $12.0 million, which includes $4.0 million for reduction in vendor accounts payable, is an improvement from 2015’s net cash outflow from continuing operations. To execute our revenue growth strategy and reduce our payables and indebtedness, during 2016 the Company obtained additional financial capital through the following transactions: • On April 1, 2016, the Company issued $10.0 million of Senior Secured Convertible Notes due April 1, 2019 (each, a “Note”) and Series G warrants to purchase 9,710 shares of our Class A common stock, raising net proceeds of approximately $9.1 million (the “2016 Note Offering”),”) of which the Company has received net proceeds of $8.9 million in unrestricted cash as of December 31, 2016. • On September 14, 2016, the Company issued $2.8 million of Series A 12.5% Mandatorily Convertible Preferred Stock and Series H warrants exercisable into 16,970 shares of our Class A common stock. The Company received, after offering costs, $2.2 million in cash, and received $1.6 million from the exercise of Series H warrants into 9,515 shares of our Class A common stock on September 30, 2016. • On December 13, 2016, the Company issued $4.1 million of Class A common stock and Series I warrants exercisable into 616,667 shares of Class A common stock. The Company received, after offering costs, $3.6 million in cash. Further, in 2017, the Company had the opportunity to raise additional capital under the current full-shelf registration. • On February 6, 2017, the Company issued $11.5 million of Class A common stock, and Series K warrants exercisable into 3,710,000 shares of our Class A common stock and Series L warrants exercisable into 1,613,080 shares of our Class A common stock. The Company received, after offering costs, $10.6 million in cash at closing. • On February 9, 2017, the Company issued $6.0 million of Class A common stock, and Series M warrants exercisable into 1,800,000 shares of our Class A common stock, and Series N warrants exercisable into 750,000 shares of our Class A common stock. The Company received, after offering costs, $5.5 million in cash at closing. The Company has used the proceeds from the additional financial capital to reduce accounts payable, purchase materials to convert its backlog to revenue, begin to execute its growth strategy and for other corporate purposes. The Company has prepared its business plan for the ensuing twelve months, and as described below, believes it has sufficient financial resources to operate for the ensuing 12-month period. The Company’s objectives in preparing this plan include expanding the size of the Company’s sales and construction organizations to generate gross margin that is more than its reduced fixed operating cost infrastructure and thereby reducing the Company’s present operating losses in order 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 non-sales and construction staff reductions had been realized as of December 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 that reduce the cost of materials acquired by the Company, and (vii) increasing sales and installations with small commercial customers. The Company believes that because of (i) the additional financial capital realized during 2016 and 2017, as described above, and (ii) the actions it has already implemented to reduce its fixed operating cost infrastructure and to reduce the cost of materials, the Company has sufficient financial resources to operate for the ensuing 12 months. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies No changes were made to the Company’s significant accounting policies during the year ended December 31, 2016. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the 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. Significant estimates are used to value warranty liabilities, the fair value of derivative liabilities embedded in complex financial instruments, common stock warrants, and allowance for doubtful accounts. Actual results could differ materially from those estimates. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact prior period results of operations, cash flows, total assets, total liabilities or total equity. Cash Cash represents demand deposit accounts with financial institutions that are denominated in U.S. dollars. Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes estimates of the collectability of its accounts receivable by analyzing historical bad debts, specific customer creditworthiness and current economic trends. The allowance for doubtful accounts was $0.6 million and $1.2 million at December 31, 2016 and 2015, respectively. Inventory Inventory consists primarily of solar energy system components (such as solar panels and inverters) located at Company warehouses and is stated at the lower of cost (first-in, first-out method) or market. The Company provides an allowance for slow moving and obsolete inventory items based on an estimate of the markdown to the retail price required to sell or dispose of such items. The Company has an allowance for obsolete or slow moving inventory of $0.5 million and $0.3 million at December 31, 2016 and 2015, respectively. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed on the straight-line method over estimated useful lives, generally three to twenty years. RGS amortizes leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. Goodwill and Purchased Intangibles The Company reviews goodwill and indefinite-lived intangible assets for impairment annually during the second quarter, or more frequently if a triggering event occurs between impairment testing dates. Intangible assets arising from business combinations, such as acquired customer contracts and relationships (collectively, “customer relationships”), trademarks, and non-compete agreements are initially recorded at fair value. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results used in the last quantitative goodwill impairment test. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a two-step quantitative impairment test is performed. Under the first step, the estimated fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the estimated fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. Fair value of the reporting unit under the two-step assessment is determined using a discounted cash flow analysis. The use of present value techniques requires us to make estimates and judgments about the Company’s future cash flows. These cash flow forecasts will be based on assumptions that are consistent with the plans and estimates the Company uses to manage its business. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Revenue Recognition For sales of solar energy systems and components of less than 100 kilowatts (kW), “residential and small commercial customers,” the Company recognizes revenue, in accordance with ASC 605-25 , Revenue Recognition—Multiple-Element Arrangements , Revenue Recognition—Overall—SEC Materials For those systems of 100kW or greater, “commercial customers,” the Company recognizes revenue according to ASC 605-35, Revenue Recognition—Construction-Type and Production Type Contracts The assets “Costs in excess of billings on uncompleted contracts” and “Deferred costs on uncompleted contracts” represent costs incurred plus estimated earnings in excess of amounts billed on percentage-of-completion method contracts and costs incurred but deferred until recognition of the related contract revenue on completed-method contracts, respectively. The liability “Billings in excess of costs on uncompleted contracts” represents billings in excess of related costs and earned profit on percentage-of-completion method contracts. The Company invoices large installation customers according to milestones defined in their respective contracts. The prerequisite for billing is the completion of an application and certificate of payment form as per the contract, which is done after each month end. Unbilled receivables were included in discontinued operations at December 31, 2016 and 2015. Deferred revenue consists of solar energy system installation fees billed to customers for projects which are not completed as of the balance sheet date. Share-Based Compensation RGS recognizes compensation expense for share-based awards based on the estimated fair value of the award on the date of grant. The Company measures compensation cost at the grant date fair value of the award and recognizes compensation expense based on the probable attainment of a specified performance condition or over a service period. The Company uses the Black-Scholes option valuation model to estimate the fair value for purposes of accounting and disclosures. In estimating this fair value, certain assumptions are used (see Note 10. Share-Based Compensation), including the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of different estimates for any one of these assumptions could have a material impact on the amount of reported compensation expense. Income Taxes The Company recognizes income taxes under the asset and liability method. Deferred income taxes are recognized based on temporary differences between financial reporting and income tax basis of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset is more likely than not. RGS has significant net operating loss carry-forwards and evaluates at the end of each reporting period whether it expects it is more likely than not that the deferred tax assets will be fully recoverable and provides a tax valuation allowance as necessary. Warranties The Company warrants solar energy systems sold to customers for up to 10 years against defects in material or installation workmanship. The manufacturers’ warranties on the solar energy system components, which are typically passed through to the customers, typically have product warranty periods of 10 years and a limited performance warranty period of 25 years. The Company generally provides for the estimated cost of warranties at the time the related revenue is recognized. The Company also maintains specific warranty liabilities for large commercial customers included in discontinued operations. The Company assesses the accrued warranty reserve regularly and adjusts the amounts as necessary based on actual experience and changes in future estimates. Net Loss per Share RGS computes net loss per share by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if options or warrants to issue shares of the Company’s Class A common stock were exercised. Common share equivalents of 843,163 and 2,678 shares have been omitted from net loss per share for 2016 and 2015, respectively, as they are anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share: For the Years Ended December 31, (In thousands, except per share data) 2016 2015 Numerator for basic and diluted net loss per share $ (25,328 ) $ (10,780 ) Denominator: Weighted average shares for basic net loss per share 138 14 Effect of dilutive securities: Weighted average of common stock, stock options and warrants — — Denominators for diluted net loss per share 138 14 Net loss per share—basic and diluted $ (183.54 ) $ (770.00 ) Concentration of Risk The Company did not have any customer who accounted for more than 10% of total accounts receivable as of December 31, 2016 and 2015, nor did it have any customer representing over 10% of sales during 2016 or 2015. During the first quarter of 2016, the Company entered into a supply agreement with its line-of-credit lender whereby certain identified materials were to be purchased through the lender’s distribution business. As a result, approximately 90% of purchases were purchased from this distributor during 2016. During January 2017, the line-of-credit was repaid in full and terminated along with the supply agreement. During 2015, the Company purchased approximately 50% of the major components for its solar installations from three suppliers. Segment Information Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the executive team. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined that it has three reporting segments: residential solar installations, Sunetric installations, and corporate expenses (“other segment”). Derivative Liabilities The Company accounts for complex financial instruments including convertible notes, convertible preferred stock, and warrants under ASC 815 and ASC 480. The Company utilizes third party appraisers to determine the fair value of derivative liabilities embedded in complex financial instruments. Certain of the Company’s warrants are accounted for as liabilities due to provisions either allowing the warrant holder to request redemption, at the intrinsic value of the warrant, upon a change of control and/or providing for an adjustment to the number of shares of the Company’s Class A common stock underlying the warrants and the exercise price in connection with dilutive future funding transactions. The Company classifies these derivative liabilities on the Consolidated Balance Sheet as current and long term liabilities, which are revalued at each balance sheet date subsequent to their initial issuance. For financial instruments accounted for as liabilities, the Company defers and amortizes to operations costs incurred including the initial fair value of warrants issued and derivative liabilities. The issuance costs of financial instruments accounted for as equity are charged to additional paid in capital. The extinguishment of financial instruments accounted for as debt that are extinguished by issuance of common stock are recorded at the fair value of common stock issued at the date of issuance, with any difference from the carrying value of the liability recorded as a loss on debt extinguishment. Fair Value Measurement ASC 820, Fair Value Measurements, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. 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. Residential Leases To determine lease classification, the Company evaluates lease terms to determine whether there is a transfer of ownership or bargain purchase option at the end of the lease, whether the lease term is greater than 75% of the useful life, or whether the present value of minimum lease payments exceed 90% of the fair value at lease inception. All of the Company’s leased systems are treated as sales-type leases under GAAP accounting policies. Financing receivables are generated by solar energy systems leased to residential customers under sales-type leases. Financing receivables represents gross minimum lease payments to be received from customers over a period commensurate with the remaining lease term of up to 20 years and the systems estimated residual value, net of allowance for estimated losses. Initial direct costs for sales-type leases are recognized as cost of sales when the solar energy systems are placed in service. For systems classified as sales-type leases, the net present value of the minimum lease payments, net of executory costs, is recognized as revenue when the lease is placed in service. This net present value as well as the net present value of the residual value of the lease at termination are recorded as other assets in the Consolidated Balance Sheet. The difference between the initial net amounts and the gross amounts are amortized to revenue over the lease term using the interest method. The residual values of the Company’s solar energy systems are determined at the inception of the lease applying an estimated system fair value at the end of the lease term. RGS considers the credit risk profile for its lease customers to be homogeneous due to the criteria the Company uses to approve customers for its residential leasing program, which among other things, requires a minimum “fair” FICO credit quality. Accordingly, the Company does not regularly categorize its financing receivables by credit risk. Recently Issued Accounting Standards ASU 2017-04 On January 26, 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-04 (“ASU 2017-04”), Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment ASU 2016-20 On December 21, 2016, the FASB issued Accounting Standards Update No. 2016-20 (“ASU 2016-20”), Technical Corrections and Improvements to Topic 606 Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) ASU 2016-18 On November 17, 2016, the FASB issued Accounting Standards Update No. 2016-18 (“ASU 2016-18”), Statement of Cash Flows: Restricted Cash, ASU ASU 2016-15 On August 26, 2016, the FASB issued Accounting Standards Update No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, ASU 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 (Topic 842), ASU 2015-05 On April 15, 2015, the FASB issued Accounting Standards Update No. 2015-05 (“ASU 2015-05”), Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement 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 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 for annual periods ending after December 15, 2016, with early application permitted for unissued financial statements. The Company has adopted this ASU, and has determined there is no impact 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 In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year. ASU 2014-09, as deferred by ASU 2015-14, will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, using either of two methods: (a) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (b) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined in ASU 2014-09. The Company has implemented a plan that will involve internal meetings to review the new standard, and determine which transition method to utilize. This plan is expected to be executed during the 2 nd |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment, stated at lower of cost or estimated fair value, consists of the following as of December 31: (in thousands) 2016 2015 Buildings and leasehold improvements 195 142 Furniture, fixtures and equipment 1,369 1,334 Computers and software 1,491 1,547 Vehicles and machinery 707 764 3,762 3,787 Accumulated depreciation and amortization (3,142 ) (2,772 ) Total property and equipment, net $ 620 $ 1,015 |
Revolving Line of Credit
Revolving Line of Credit | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit | 4. 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 (“Solar Solutions”) and waived any claims against SVB. On January 19, 2016, Solar Solutions acquired the revolving credit facility from SVB. Subsequently 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, (ii) allowed for certain eligible inventories to be included in the borrowing base and (iii) required the Company to enter a master supply agreement for a period of two years. Generally, the Loan provides for advances at pre-defined advance rates against inventory and accounts receivable and a variable rate of eligible inventory as defined in the Loan. The maximum amount of the Loan before its termination was $3.0 million (it was automatically reduced to $3.0 million on January 1, 2017 pursuant to the terms of the Loan). Borrowings bore, and accrued 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 was March 31, 2017. The line of credit had 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 May 25, 2016, the Company entered into the First Loan Modification Agreement, effective as of May 19, 2016, with Solar Solutions to amend 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 to Solar Solutions 969 shares of Class A common stock at a price of $5.76 per share as a payment on the revolving line of credit under the Loan. Furthermore, on August 22, 2016, the Company entered into the Second Loan Modification Agreement, effective as of August 19, 2016, with Solar Solutions to modify the definition of eligible accounts receivable for purposes of the borrowing base calculation, thereby increasing the collateral calculation and availability under the Loan. As of December 31, 2016 and 2015, the Company had a line of credit balance of $0.7 million and $0.8 million with Solar Solutions and SVB, respectively. As a result of the capital raises in September and in the fourth quarter of 2016, the last time the Company submitted a request to borrow funds from Solar Solutions for working capital was September 28, 2016. Since that time, the line of credit activity included (i) increases for material purchases, (ii) increases for fees as called for in the Loan, and (iii) reductions attributable to the sweep of daily cash receipts. On January 11, 2017, the Company became a creditor of Solar Solutions as the daily sweep of cash receipts exceeded material purchases and fees. On February 6, 2017, the Company issued a 3-day notice of termination, causing the Loan to be terminated as of February 9, 2017. Additionally, the Company had an Exclusive Supply Agreement (“Supply Agreement”) with Solar Solutions which was terminated as of the same date, as the term of the Supply Agreement was coterminous with the Loan. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | 5. Related Parties On June 24, 2015, the Company entered into a Conversion Agreement (the “Conversion Agreement”) with Riverside Fund III, L.P. (“Riverside Lender”), an entity affiliated with Riverside (David Belluck, Director of RGS, who is a General Partner of Riverside) Partners, LLC), to convert notes payable with a principal balance of $3.15 million plus accrued interest of $1.1 million into 2,147 shares of the Company’s Class A common stock using a conversion ratio equal to $1,974.00 per share; the closing price of the Class A common stock on June 23, 2015 (the “Conversion”). The Company subsequently issued shares of Class A common stock to Riverside in full satisfaction of the outstanding principal and accrued interest. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies The Company leases office and warehouse space through operating leases. Some of the leases have renewal clauses, which range from one month to five years. The Company leases vehicles through operating leases for certain field personnel. Leases range up to five years with varying termination dates through August 2020. The following schedule represents the annual future minimum payments of all leases as of December 31, 2016: (in thousands) Future Minimum 2017 $ 678 2018 393 2019 316 2020 262 2021 266 2022 and thereafter 112 Total minimum lease payments $ 2,027 The Company incurred office and warehouse rent expense of $0.8 million and $1.0 million for the years ended December 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 probable and estimable costs incurred with respect to identified risks and uncertainties based upon the facts and circumstances currently available. From time to time, the Company is involved in legal proceedings that is considered to be in the normal course of business. The Company received a subpoena from the Securities and Exchange Commission requesting certain information pertaining to the Company’s July 9, 2014 private placement offering of $7.0 million of its class A common stock and warrants (the “2014 PIPE Offering”). The Company established a special committee of the board of directors to review the facts and circumstances surrounding the 2014 PIPE offering and engaged outside counsel to assist it with its review. On May 11, 2016, the Company was advised by the staff of the Securities and Exchange Commission (the “Staff”) that the Staff did not intend to recommend any enforcement action against the Company with respect to the investigation commenced by the Staff in June 2015. The Company incurred $1.5 million of associated legal expenses related to the subpoena. The Company and its legal advisors believe its expenses in responding to the subpoena should be fully paid by its insurance carrier as they are directly related to the 2014 PIPE offering. In March 2016, the insurance carrier agreed to pay amounts it believed to constitute defense costs, while reserving all rights, including the right to recoup all amounts paid. The Company has recorded a long-term liability for amounts advanced by the insurance carrier of $1.5 million as of December 31, 2016. On November 22, 2016, the Company provided the remaining cash collateral to Argonaut Insurance Company to fully secure the full amount of the $624,000 Final Acceptance Payment and Performance Bond for a large commercial photovoltaic project the Company’s subsidiary Regrid Power, Inc. completed in 2012. As previously disclosed, the customer has raised warranty claims pertaining to the project and the Company currently maintains a specific warranty liability for the project of approximately $200,000. On November 30, 2016, the Company received a letter from the customer in which the customer alleged that the Company has not completed agreed-upon remedial work to remedy alleged deficiencies and notified the Company that the customer intends to perform such remedial work at the Company’s expense using a third-party contractor. The customer also requested that the owner of the project demand the full amount of the performance bond. In addition, the customer demanded an aggregate of approximately $400,000 as liquidated damages under the terms of the project contract. The Company denies these assertions and disputes that the customer is entitled to liquidated damages. The Company plans to avail itself of all defenses and remedies available. The Company estimates that the range of loss related to this warranty claim is from approximately $200,000 to a maximum of approximately $1 million. The Company has recorded a liability for the minimum amount of the range of loss. |
Convertible Notes and Convertib
Convertible Notes and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Convertible Preferred Stock | 7. Convertible Notes and Convertible Preferred Stock April 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 a Note 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 8,299 shares of Class A common stock. 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. The Company classifies the embedded derivative liabilities related to the Notes on the Consolidated Balance Sheet as Derivative liabilities, which are revalued at each balance sheet date subsequent to their initial issuance. The Company used a Monte Carlo pricing model to value these derivative liabilities. The Monte Carlo pricing model, which is based, in part, upon unobservable inputs for which there is little or no market data, requires the Company to develop its own assumptions. The Company used 10,000 simulations in the Monte Carlo pricing model to value the embedded derivative in the Notes. If factors change and different assumptions are used, the derivative liability and the change in estimated fair value could be materially different. Changes in the fair value of the embedded derivative are reflected in the consolidated statement of operations as change in fair value of derivative liabilities and loss on debt extinguishment, with an offsetting non-cash entry recorded as an adjustment to the derivative liability. The following table reflects original assumptions at April 1, 2016 and at December 31, 2016 for embedded derivative liabilities issued in the 2016 Note Offering, closing market price adjusted to reflect the one-for-twenty reverse stock split on June 2, 2016 and one-for-thirty reverse stock split on January 26, 2017: Date of issuance Exercise Price Closing Market Price Risk-free Rate Market Price Volatility Remaining Term (years) Probability of change in control Embedded derivative April 2016 Variable $426.00 0.90% 49.0% 3.0 15.0% Embedded derivative December 2016 Variable $ 7.20 1.20% 52.0% 2.25 0.0% In connection with the issuance of the Notes, the Company incurred approximately $1.4 million of debt issuance costs, which primarily consisted of underwriting commissions and warrants, and 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 Notes using the effective interest method. By December 31, 2016, $9.6 million of the $10.0 million Notes had been converted into Class A common stock, resulting in a net carrying value after deferred costs and pre-installments of $0.1 million. As the trading price of the Company’s Class A common stock was higher at conversion than the effective conversion price per share to the debt holder, the Company recorded a loss on extinguishment. As of December 31, 2016, the amount recorded as an increase to shareholders’ equity for the April 2016 offering is as follows (in thousands): Statement of Changes in Shareholders' Equity Fair value of convertible notes liability & accrued interest converted to common stock $ 17,308 Issuance of warrants for convertible notes offering 2,502 Statement of Operations: Amortization of debt discount and interest expense (2,321 ) Change in fair value of derivative liabilities and loss on debt extinguishment (8,665 ) Increase in shareholders' equity $ 8,824 Net proceeds received from convertible notes offering $ 8,929 The following table sets forth total interest expense recognized related to the Notes during the 12 months ended December 31, 2016 (in thousands): Twelve months Contractual interest expense $ 459 Amortization of debt issuance costs 437 Amortization of debt discount 1,425 Total interest expense on Notes $ 2,321 September 2016 Convertible Preferred Stock offering On September 14, 2016, pursuant to the terms of an Underwriting Agreement, the Company sold to the underwriters an aggregate of 2,800 units (representing gross proceeds of $2,800,000) (each, a “Unit”), each Unit consisting of one share of the Company’s Series A 12.5% Mandatorily Convertible Preferred Stock, stated value $1,000 per share (the “Preferred Stock”) and convertible into shares of the Company’s Class A common stock, and one Series H Warrant to purchase approximately 6.0606 In accordance with relevant accounting guidance for instruments with conversion and other options, the Company separately accounts for the liability and equity components of the Units by allocating the proceeds between the liability component, and equity component over their relative fair values. The equity component of the Units was recognized as a debt discount on the issuance date. The debt discount has been fully amortized to expense as of September 30, 2016, since all of the Preferred Stock has been converted to Class A common stock, and is included in Change in fair value of derivative liabilities and loss on debt extinguishment. In connection with the issuance of the Units, the Company incurred approximately $0.6 million of issuance costs, which primarily consisted of underwriting commissions, legal and other professional fees, and allocated these costs to the preferred stock liability component and the warrant equity component over their relative fair values, and was recorded as a contra account to the debt liability and additional paid-in capital on the balance sheet. The amount allocated to the liability component was fully amortized to expense as of December 31, 2016, since all of the Preferred Stock has been converted to Class A common stock, and is included in Interest expense. By September 29, 2016, all of the Preferred Stock had been converted to Class A common stock, extinguishing the debt liability component associated with the Preferred Stock. As the trading price of the Company’s Class A stock was higher at conversion than the effective conversion price per share to the Preferred Stock holder, the Company recorded a loss on extinguishment for this 14-day period. As of December 31, 2016, the amount recorded as an increase to shareholders’ equity for the September 14, 2016 offering was equal to the cash received at the closing, net of costs, and upon subsequent exercises of Series H warrants aggregating to $3.8 million. The convertible preferred stock was recorded as follows (in thousands): Statement of Changes in Shareholders' Equity Fair value of preferred stock liability converted to common stock $ 4,324 Issuance of warrants for preferred stock offering, net of costs 1,053 Proceeds from warrant exercises 1,570 Statement of Operations: Amortization of debt discount and interest expense (304 ) Loss on debt extinguishment (2,831 ) Increase in shareholders' equity $ 3,812 Cash received from convertible preferred stock and warrants: Preferred stock, net of costs $ 2,242 Warrants, net of costs 1,570 Net proceeds received from preferred stock offering $ 3,812 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | 8. Shareholders’ Equity February 2015 Offering On February 26 and February 27, 2015, the Company closed an offering of units (the “February 2015 Offering”). Each unit consisted of: (i) one share of Class A common stock; (ii) a Series A warrant to purchase shares of the Company’s Class A common stock equal to 50% of the sum of the number of shares of Class A common stock purchased as part of the units plus, if applicable, the number of shares of Class A common stock issuable upon exercise in full of the Series E warrants (without regard to any limitations on exercise) described below; (iii) a Series B warrant to purchase shares of the Company’s Class A common stock for a “stated amount” (as described in the offering document); (iv) a Series C warrant to purchase up to 50% of that number of shares of Class A common stock actually issued upon exercise of the Series B warrant; and (v) a Series D warrant to purchase additional shares of Class A common stock in an amount determined on a future reset date after the issuance of the Series D warrant. In addition, in the event that an investor would beneficially own in excess of 4.99% of the number of shares of Class A common stock outstanding immediately before the offering, such investor would receive a Series E warrant to purchase the balance of the shares of Cass A common stock. As more fully described below under “Series A and Series C Warrant Exchange for Common Stock”, during the second quarter of 2015, the Company exchanged shares of Class A common stock for Series A and Series C warrants. June 2015 Conversion of Debt to Equity On June 24, 2015, the Company entered into the Conversion Agreement with the Riverside Lender to effect the Conversion. The Company issued to the Riverside Lender, in full satisfaction of the outstanding principal and accrued interest under promissory notes in the aggregate original principal amount of $3.15 million plus accrued interest of $1.1 million, 2,147 shares of the Company’s Class A common stock using a conversion ratio equal to $1,974.00 per share, the closing price on the Class A common stock on June 23, 2015. To comply with Nasdaq continued listing requirements, at the closing of the Conversion the Company was unable to issue any shares of Class A common stock to the Riverside Lender to the extent the issuance would have resulted in the Riverside Lender (together with its affiliates) holding shares of Class A common stock in excess of 19.99% of the Company’s outstanding shares of common stock immediately after giving effect to the Conversion. As such, the Company issued 1,517 shares on June 25, 2015 and subsequently issued the remaining shares by July 15, 2015. On August 10, 2015, pursuant to the Conversion Agreement the Company filed a registration statement on Form S-3 to register for resale the shares of Class A common stock issued in the Conversion and any shares of Class A common stock held by the Riverside Lender’s affiliates. The Securities and Exchange Commission declared the registration statement on Form S-3 effective on August 20, 2015. June 2015 Series A and Series C Warrant Exchange for Common Stock On June 25, 2015, the Company entered into separate Exchange Agreements (each, an “Exchange Agreement”) with two holders of the Company’s Series A warrants and Series C warrants originally issued in the Company’s February 2015 Offering (each, a “Holder”), pursuant to which the Company agreed to exchange all Series A warrants and Series C warrants for shares of the Company’s Class A common stock. Under terms of the Exchange Agreement, at closing, the Company and the Holders agreed to exchange all Series A warrants and Series C warrants held by the Holders for shares of Class A common stock equal to 115% of the shares of Class A common stock issuable upon exercise of the Series A warrants and Series C warrants (the “Exchange”). The Exchange Agreements prohibited the Company from delivering any shares to a Holder if after such delivery the Holder together with other “attribution parties” collectively would beneficially own in excess of 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to such exchange. The Company was contractually obligated to issue the shares of Class A common stock issuable in the exchange post-closing at such time and in such amount as requested by each Holder in accordance with the terms of the Exchange Agreement. On June 30, 2015, the Company closed the transaction contemplated by the Exchange Agreements. On June 30, 2015 one Holder exchanged 122 warrant shares for 141 shares of Class A common stock. Between July 1, 2015 and July 7, 2015, the other Holder exchanged 1,802 warrant shares for 2,073 shares of Class A common stock. In connection with the Exchange Agreement, Company recorded an inducement loss of $0.1 million related to the 15% exchange premium and loss on early extinguishment of debt associated with the common stock warrant liability of $0.4 million. June 2015 Offering On June 30, 2015, the Company closed an offering of $5 million of units, each consisting of one share of Class A common stock and one Series F warrant to purchase 30% of one share of Class A common stock (the "June 2015 Offering"). The Company sold the units at an initial purchase price of $2,190.00 per unit with a one-time reset adjustment of (i) the number of shares of Class A common stock, and (ii) the exercise price of the Series F warrants to purchase Class A common stock. On July 9, 2015, as a result of the reset adjustment, the purchase price for the Class A common stock in the June 2015 Offering was reset at $745.92 per share and the exercise price of the Series F warrants was adjusted to $745.92 per share and an additional 4,420 shares of Class A common stock were delivered to June 2015 Offering investors from an escrow established with the Company's transfer agent. April 2016 Convertible Note Offering In connection with the issuance of the Notes, the Company issued Series G warrants exercisable into 9,710 shares of Class A common stock. The fair value of the Series G warrants issued was $2.5 million and is recorded in Equity. The following table reflects original assumptions as of April 1, 2016 for Series G warrants issued in the 2016 Note Offering: Exercise Closing Risk-free Market Remaining Series G Warrant $ 496.80 $ 426.00 1.240 % 121.21 % 5.0 2016 Convertible Preferred Stock offering In connection with the issuance of the September 14, 2016 units, the Company issued Series H warrants exercisable into 16,970 shares of Class A common stock. The fair value of the Series H warrants issued was $1.1 million, net of costs and is recorded in Equity. The following table reflects original assumptions as of September 14, 2016 for Series H warrants issued in the 2016 Convertible Preferred Stock offering: Exercise Closing Risk-free Market Remaining Series H Warrant $ 165.00 $ 146.40 1.210 % 127.60 % 5.0 December 2016 Common Stock Offering On December 13, 2016, the Company closed a $4.07 million offering and sale of units consisting of shares of the Company’s Class A common stock, Series I warrants to purchase shares of Common Stock, and prepaid Series J warrants to purchase shares of Common Stock, pursuant to the Securities Purchase Agreement, dated as of December 8, 2016, by and among the Company and several institutional investors, and to public retail investors. As a result, the Company issued 616,667 shares of Common Stock and Series I warrants to purchase 616,667 shares of Common Stock. The purchase price for a Unit was $6.60. Notwithstanding the Company’s December 8, 2016 press release, the Company did not issue any prepaid Series J warrants in connection with the closing of the offering. The Series I warrants are exercisable upon issuance and will remain exercisable until the fifth anniversary of the date of issuance. The exercise price for the Series I warrants is $10.50, subject to certain adjustments and a reset. The Company received net proceeds of approximately $3.6 million at the closing, after deducting commissions to the placement agents and estimated offering expenses payable by the Company associated with the offering. February 2017 Offerings On February 6, 2017, the Company closed a $11.5 million offering and sale of (a) units, “February 6 Primary Units,” each consisting of one share of the Company’s Class A common stock, and a Series K warrant to purchase one share of Class A common stock, and (b) units, “February 6 Alternative Units,” each consisting of a prepaid Series L warrant to purchase one share of Common Stock, and a Series K warrant pursuant to the Securities Purchase Agreement, dated as of February 1, 2017, by and among the Company and several institutional investors, and to public retail investors. As a result, the Company issued 2,096,920 February 6 Primary Units, 1,613,080 February 6 Alternative Units, 2,096,920 shares of Class A common stock, Series K warrants to purchase 3,710,000 shares of Class A common stock, and Series L warrants to purchase 1,613,080 shares of Class A common stock. The purchase price for a February 6 Primary Unit was $3.10 and the purchase price for a February 6 Alternative Unit was $3.09. The Company received net proceeds of approximately $10.5 million at the closing, after deducting commissions to the placement agents and estimated offering expenses payable by the Company associated with the offering. On February 9, 2017, the Company closed a $6 million offering and sale of (a) units, “February 9 Primary Units,” each consisting of one share of the Company’s Class A common stock, and a Series M warrant to purchase 75% of one share of Class A common stock, and (b) units, “February 9 Alternative Units,” each consisting of a prepaid Series N warrant to purchase one share of Class A common stock, and a Series M warrant, pursuant to the Securities Purchase Agreement, dated as of February 7, 2017, by and among the Company and several institutional and accredited investors. As a result, the Company issued 1,650,000 February 9 Primary Units, 750,000 February 9 Alternative Units, 1,650,000 shares of Common Stock as part of the February 9 Primary Units, Series M warrants to purchase 1,800,000 shares of Class A common stock, and Series N warrants to purchase 750,000 shares of Class A common stock. The purchase price for a February 9 Primary Unit was $2.50 and the purchase price for a February 9 Alternative Unit was $2.49. The Company received net proceeds of approximately $5.5 million at the closing, after deducting commissions to the placement agents and estimated offering expenses payable by the Company associated with the offering. Employee Option Exercises, Warrant Exercises and Common Stock Reserved for Future Issuances At December 31, 2016, RGS had the following shares of Class A common stock reserved for future issuance: Stock options and grants outstanding under incentive plans 205 Common stock warrants outstanding - derivative liability 14,111 Common stock warrants outstanding - equity security 668,582 Total shares reserved for future issuance 682,898 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements The Company complies with the provisions of FASB ASC No. 820, Fair Value Measurements and Disclosures ASC 820-10-35 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1 Inputs – Level 1 inputs are unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value. An active market is a market in which transactions occur for the item to be fair valued with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Inputs – Level 2 inputs are inputs other than quoted prices included within Level 1. Level 2 inputs are observable either directly or indirectly. These inputs include: (a) Quoted prices for similar assets or liabilities in active markets; (b) Quoted prices for identical or similar assets or liabilities in markets that are not active, such as when there are few transactions for the asset or liability, the prices are not current, price quotations vary substantially over time or in which little information is released publicly; (c) Inputs other than quoted prices that are observable for the asset or liability; and (d) Inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs – Level 3 inputs are unobservable inputs for an asset or liability. These inputs should be used to determine fair value only when observable inputs are not available. Unobservable inputs should be developed based on the best information available in the circumstances, which might include internally generated data and assumptions being used to price the asset or liability. When determining the fair value measurements for assets or liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. The following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the consolidated balance sheets: Balance at December 31, 2016 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 137 $ — $ — $ 137 Embedded derivative liability 46 — — 46 Total fair value $ 183 $ — $ — $ 183 The following summarizes the valuation technique for assets and liabilities measured and recorded at fair value: For the Company’s Level 3 measures, which represent common stock warrants, fair value is based on a Monte Carlo pricing model that is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company used a market approach to valuing these derivative liabilities. The following table shows the reconciliation from the beginning to the ending balance for the Company’s common stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the year ended December 31, 2016: (in thousands) Fair Value Fair value of derivative liabilities at December 31, 2015 $ 338 Change in the fair value of derivative liabilities, net (98 ) Adjustment for warrants exercised/extinguished (103 ) Adjustments for extinguished preferred stock 2,617 Issuance of Notes containing embedded derivative (2,571 ) Fair value of derivative liabilities at December 31, 2016 $ 183 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 10. Share-Based Compensation At December 31, 2016, the Company’s 2008 Long-Term Incentive Plan provided that an aggregate of 52,536 shares of its Class A common stock may be awarded under the plan. Both nonqualified stock options and incentive stock options may be issued under the provisions of the 2008 Long Term Incentive Plan. Employees, members of the Board of Directors, consultants, service providers and advisors are eligible to participate in the 2008 Long-Term Incentive Plan, which terminates upon the earlier of a board resolution terminating the 2008 Long-Term Incentive Plan or ten years after the effective date of the 2008 Long-Term Incentive Plan. All outstanding options are nonqualified and are generally granted with an exercise price equal to the closing market price of the Company’s stock on the date of the grant. Options vest based on service conditions, performance (attainment of a certain amount of pre-tax income for a given year), or some combination thereof. Grants typically expire seven years from the date of grant. The determination of the estimated fair value of share-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. Expected volatilities are based on a value calculated using the combination of historical volatility of comparable public companies in RGS’ industry and its stock price volatility since the Company’s initial public offering. Expected life is based on the specific vesting terms of the option and anticipated changes to market value and expected employee exercise behavior. The risk-free interest rate used in the option valuation model is based on U.S. Treasury zero-coupon securities with remaining terms similar to the expected term on the options. RGS does not anticipate paying any cash dividends on its Class A common stock in the foreseeable future and, therefore, an expected dividend yield of zero is used in the option valuation model. RGS is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. RGS primarily uses plan life-to-date forfeiture experience rate to estimate option forfeitures and records share-based compensation expense only for those awards that are expected to vest. The following are the variables used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted under the Company’s incentive plans for each of the years presented: 2016 2015 Expected volatility —% 109% - 174% Weighted-average volatility —% 155% Expected dividends — % —% Expected term (in years) — 3.5 - 4.5 Risk-free rate —% 1.41% - 1.84% The table below presents a summary of the Company’s option activity as of December 31, 2016 and changes during the years then ended: Shares Weighted- Weighted- (Yrs) Aggregate Outstanding at January 1, 2015 238 $ 29,280.00 5.0 $ — Granted 167 2,340.00 Exercised — — Forfeited or expired (160 ) 19,608.00 Outstanding at December 31, 2015 245 $ 15,144.00 5.0 $ — Exercisable at December 31, 2015 57 $ 19,446.00 5.0 $ — Granted — — Exercised — — Forfeited or expired (40 ) 4,814.70 Outstanding at December 31, 2016 205 $ 15,195.77 3.5 $ — Exercisable at December 31, 2016 153 $ 15,879.77 3.5 $ — The total fair value of shares vested was approximately $1,000 and $780,000 during the years ended December 31, 2016 and 2015, respectively. The Company’s share-based compensation cost charged against income for continuing operations was approximately $0.7 million and $0.8 million during the years 2016 and 2015, respectively. As of December 31, 2016, there was $0.2 million of unrecognized cost related to non-vested shared-based compensation arrangements granted under the plans. The Company expects that cost to be recognized over the next fiscal year. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company’s provision for income tax expense (benefit) is comprised of the following: Years ended December 31, (in thousands) 2016 2015 Current: Federal $ — $ — State 27 9 27 9 Deferred: Federal — — State — — — — Total $ 27 $ 9 Variations from the federal statutory rate are as follows: Years ended December 31, (in thousands) 2016 2015 Expected federal income tax expense (benefit) at statutory rate of 35% $ (8,845 ) $ (3,769 ) Effect of permanent other differences 4,755 (2,031 ) Effect of valuation allowance (1,665 ) 7,576 Other 6,173 (906 ) State income tax expense (benefit), net of federal benefit (391 ) (861 ) $ 27 $ 9 Deferred income taxes reflect net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net accumulated deferred income tax assets shown on a gross basis as of December 31, 2016 and 2015 are as follows: (in thousands) 2016 2015 Deferred tax assets (liabilities) Current: Provision for doubtful accounts $ 220 $ 442 Inventory-related expense 209 211 Accrued liabilities 739 1,170 Other 863 1,686 Total current deferred tax assets 2,031 3,509 Non-current Depreciation and amortization 3,535 4,069 Net operating loss carry-forwards 46,427 46,055 Other 28 54 Total non-current deferred tax assets 49,990 50,178 Valuation allowance (52,021 ) (53,687 ) Total net deferred tax assets $ — $ — At December 31, 2016, RGS had $122.4 million of federal net operating loss carryforwards expiring, if not utilized, beginning in 2020. Additionally, the Company had $109.4 million of state net operating loss carryforwards expiring, it not utilized, beginning in 2020. Utilization of the net operating loss carry-forwards may be subject to annual limitation under applicable federal and state ownership change limitations and, accordingly, net operating losses may expire before utilization. The Company has not completed a Section 382 analysis through December 2016 and therefore has not determined the impact of any ownership changes, as defined under Section 382 of the Internal Revenue Code has occurred in prior years. Therefore, the net operating loss carryforwards above do not reflect any possible limitations and potential loss attributes to such ownership changes. However, the Company believes that upon completion of a Section 382 analysis, as a result of prior period ownership changes, substantially all of the net operating losses will be subject to limitation. The Company’s valuation allowance decreased by $1.7 million for the year ended December 31, 2016 as a result of its operating loss for the year. The valuation allowance was determined in accordance with the provisions of ASC 740, Income Taxes The Company is required, under the terms of its tax sharing agreement with Gaia, to distribute to Gaia the tax effect of certain tax loss carryforwards as utilized by the Company in preparing its federal, state and local income tax returns. At December 31, 2016, utilizing an income tax rate of 35%, the Company estimates that the maximum amount of such distributions to Gaia could aggregate $1.6 million. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information Financial information for the Company’s segments and a reconciliation of the total of the reportable segments’ income (loss) from operations (measures of profit or loss) to the Company’s consolidated net loss are as follows: (in thousands) 2016 2015 Net revenue: Residential $ 13,275 $ 30,205 Sunetric 4,150 15,322 Other — — Consolidated net revenue 17,425 45,527 Income (loss) from operations: Residential (3,386 ) (6,223 ) Sunetric (1,667 ) (197 ) Other (6,523 ) (10,405 ) Consolidated loss from continuing operations (11,576 ) (16,825 ) Reconciliation of consolidated loss from operations to consolidated net loss: Other income (expense) (21 ) 386 Interest expense (2,811 ) (487 ) Change in fair value of derivative liabilities and loss on extinguishment (11,395 ) 7,127 Income tax expense (27 ) (9 ) (Loss)/gain from discontinued operations, net of tax 502 (972 ) Net loss $ (25,328 ) $ (10,780 ) 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) 2016 2015 Total assets – continuing operations: Residential $ 7,159 $ 9,229 Sunetric 1,196 3,041 Other 3,857 1,034 $ 12,212 $ 13,304 Total assets – discontinued operations: Commercial 2,161 3,731 $ 14,373 $ 17,035 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 13. Discontinued Operations On September 30, 2014, the Company committed to a plan to sell certain net assets and rights comprising its large commercial installations business, otherwise known as its former Commercial segment, and focus its efforts and resources on its Residential and Sunetric segments. This represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the assets and liabilities, operating results, and operating and investing activities cash flows for the former Commercial segment are presented as a discontinued operation separate from the Company’s continuing operations, for all periods presented in these consolidated financial statements and footnotes, unless indicated otherwise. The following is a reconciliation of the major line items constituting pretax loss of discontinued operations to the after-tax loss of discontinued operations that are presented in the condensed consolidated statements of operations as indicated: Years ended December 31, (in thousands) 2016 2015 Major line items constituting pretax loss of discontinued operations: Net revenue $ 394 $ 939 Cost of goods sold (90 ) 1,061 Expenses: Selling and operating (75 ) 644 General and administrative 25 119 Restructuring costs — 31 Depreciation and amortization — 56 Goodwill and other asset impairments — — Pretax (loss) gain of discontinued operations $ 534 $ (972 ) Income tax benefit 32 — (Loss) gain on discontinued operations $ 502 $ (972 ) The following is a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities of the discontinued operations presented separately in the condensed consolidated balance sheets as indicated: (in thousands) December 31, December 31, Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 536 $ 1,560 Costs in excess of billings on uncompleted contracts 207 1,105 Inventory, net 37 112 Deferred costs on uncompleted contracts — — Other current assets 129 76 Total major classes of current assets of the discontinued operations 909 2,853 Noncurrent assets: Property and equipment, net — — Other noncurrent assets 1,252 878 Total noncurrent assets of discontinued operations 1,252 878 Total assets of the discontinued operations in the balance sheet $ 2,161 $ 3,731 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable 285 1,978 Accrued liabilities 1,059 2,394 Billings in excess of costs on uncompleted contracts — — Deferred revenue and other current liabilities 113 138 Total current liabilities of discontinued operations 1,457 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 $ 1,682 $ 4,735 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On January 25, 2017 at 11:59 pm Eastern Time, the Company consummated a reverse stock split of all outstanding shares of the Company’s Class A common stock, $0.0001, at a ratio of one-for-thirty, whereby thirty shares of Class A common stock were combined into one share of Class A common stock. The accompanying financial statements have been adjusted to reflect the reverse stock split. As discussed in Note 7, in February 2017 the Company closed on $16.1 million of offerings, net of costs, of Class A common stock and warrants. As discussed in Note 4, on February 6, 2017, the Company issued a 3-day notice of termination, and, as a result, as of February 9, 2017, the Loan was terminated. Additionally, the Company had an Exclusive Supply Agreement (“Supply Agreement”) with Solar Solutions which was terminated as of the same date, as the term of the Supply Agreement was coterminous with the Loan. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the 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. Significant estimates are used to value warranty liabilities, the fair value of derivative liabilities embedded in complex financial instruments, common stock warrants, and allowance for doubtful accounts. Actual results could differ materially from those estimates. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact prior period results of operations, cash flows, total assets, total liabilities or total equity. |
Cash | Cash Cash represents demand deposit accounts with financial institutions that are denominated in U.S. dollars. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes estimates of the collectability of its accounts receivable by analyzing historical bad debts, specific customer creditworthiness and current economic trends. The allowance for doubtful accounts was $0.6 million and $1.2 million at December 31, 2016 and 2015, respectively. |
Inventory | Inventory Inventory consists primarily of solar energy system components (such as solar panels and inverters) located at Company warehouses and is stated at the lower of cost (first-in, first-out method) or market. The Company provides an allowance for slow moving and obsolete inventory items based on an estimate of the markdown to the retail price required to sell or dispose of such items. The Company has an allowance for obsolete or slow moving inventory of $0.5 million and $0.3 million at December 31, 2016 and 2015, respectively. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed on the straight-line method over estimated useful lives, generally three to twenty years. RGS amortizes leasehold and building improvements over the shorter of the estimated useful lives of the assets or the remaining term of the lease or remaining life of the building, respectively. |
Goodwill and Purchased Intangibles | Goodwill and Purchased Intangibles The Company reviews goodwill and indefinite-lived intangible assets for impairment annually during the second quarter, or more frequently if a triggering event occurs between impairment testing dates. Intangible assets arising from business combinations, such as acquired customer contracts and relationships (collectively, “customer relationships”), trademarks, and non-compete agreements are initially recorded at fair value. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results used in the last quantitative goodwill impairment test. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a two-step quantitative impairment test is performed. Under the first step, the estimated fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the estimated fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. Fair value of the reporting unit under the two-step assessment is determined using a discounted cash flow analysis. The use of present value techniques requires us to make estimates and judgments about the Company’s future cash flows. These cash flow forecasts will be based on assumptions that are consistent with the plans and estimates the Company uses to manage its business. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Application of alternative assumptions and definitions could yield significantly different results. Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. |
Revenue Recognition | Revenue Recognition For sales of solar energy systems and components of less than 100 kilowatts (kW), “residential and small commercial customers,” the Company recognizes revenue, in accordance with ASC 605-25 , Revenue Recognition—Multiple-Element Arrangements , Revenue Recognition—Overall—SEC Materials For those systems of 100kW or greater, “commercial customers,” the Company recognizes revenue according to ASC 605-35, Revenue Recognition—Construction-Type and Production Type Contracts The assets “Costs in excess of billings on uncompleted contracts” and “Deferred costs on uncompleted contracts” represent costs incurred plus estimated earnings in excess of amounts billed on percentage-of-completion method contracts and costs incurred but deferred until recognition of the related contract revenue on completed-method contracts, respectively. The liability “Billings in excess of costs on uncompleted contracts” represents billings in excess of related costs and earned profit on percentage-of-completion method contracts. The Company invoices large installation customers according to milestones defined in their respective contracts. The prerequisite for billing is the completion of an application and certificate of payment form as per the contract, which is done after each month end. Unbilled receivables were included in discontinued operations at December 31, 2016 and 2015. Deferred revenue consists of solar energy system installation fees billed to customers for projects which are not completed as of the balance sheet date. |
Share-Based Compensation | Share-Based Compensation RGS recognizes compensation expense for share-based awards based on the estimated fair value of the award on the date of grant. The Company measures compensation cost at the grant date fair value of the award and recognizes compensation expense based on the probable attainment of a specified performance condition or over a service period. The Company uses the Black-Scholes option valuation model to estimate the fair value for purposes of accounting and disclosures. In estimating this fair value, certain assumptions are used (see Note 10. Share-Based Compensation), including the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of different estimates for any one of these assumptions could have a material impact on the amount of reported compensation expense. |
Income Taxes | Income Taxes The Company recognizes income taxes under the asset and liability method. Deferred income taxes are recognized based on temporary differences between financial reporting and income tax basis of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset is more likely than not. RGS has significant net operating loss carry-forwards and evaluates at the end of each reporting period whether it expects it is more likely than not that the deferred tax assets will be fully recoverable and provides a tax valuation allowance as necessary. |
Warranties | Warranties The Company warrants solar energy systems sold to customers for up to 10 years against defects in material or installation workmanship. The manufacturers’ warranties on the solar energy system components, which are typically passed through to the customers, typically have product warranty periods of 10 years and a limited performance warranty period of 25 years. The Company generally provides for the estimated cost of warranties at the time the related revenue is recognized. The Company also maintains specific warranty liabilities for large commercial customers included in discontinued operations. The Company assesses the accrued warranty reserve regularly and adjusts the amounts as necessary based on actual experience and changes in future estimates. |
Net Loss per Share | Net Loss per Share RGS computes net loss per share by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if options or warrants to issue shares of the Company’s Class A common stock were exercised. Common share equivalents of 843,163 and 2,678 shares have been omitted from net loss per share for 2016 and 2015, respectively, as they are anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share: For the Years Ended December 31, (In thousands, except per share data) 2016 2015 Numerator for basic and diluted net loss per share $ (25,328 ) $ (10,780 ) Denominator: Weighted average shares for basic net loss per share 138 14 Effect of dilutive securities: Weighted average of common stock, stock options and warrants — — Denominators for diluted net loss per share 138 14 Net loss per share—basic and diluted $ (183.54 ) $ (770.00 ) |
Concentration of Risk | Concentration of Risk The Company did not have any customer who accounted for more than 10% of total accounts receivable as of December 31, 2016 and 2015, nor did it have any customer representing over 10% of sales during 2016 or 2015. During the first quarter of 2016, the Company entered into a supply agreement with its line-of-credit lender whereby certain identified materials were to be purchased through the lender’s distribution business. As a result, approximately 90% of purchases were purchased from this distributor during 2016. During January 2017, the line-of-credit was repaid in full and terminated along with the supply agreement. During 2015, the Company purchased approximately 50% of the major components for its solar installations from three suppliers. |
Segment Information | Segment Information Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the executive team. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how to allocate the resources and in assessing the performance of the Company, the Company has determined that it has three reporting segments: residential solar installations, Sunetric installations, and corporate expenses (“other segment”). |
Derivative Liabilities | Derivative Liabilities The Company accounts for complex financial instruments including convertible notes, convertible preferred stock, and warrants under ASC 815 and ASC 480. The Company utilizes third party appraisers to determine the fair value of derivative liabilities embedded in complex financial instruments. Certain of the Company’s warrants are accounted for as liabilities due to provisions either allowing the warrant holder to request redemption, at the intrinsic value of the warrant, upon a change of control and/or providing for an adjustment to the number of shares of the Company’s Class A common stock underlying the warrants and the exercise price in connection with dilutive future funding transactions. The Company classifies these derivative liabilities on the Consolidated Balance Sheet as current and long term liabilities, which are revalued at each balance sheet date subsequent to their initial issuance. For financial instruments accounted for as liabilities, the Company defers and amortizes to operations costs incurred including the initial fair value of warrants issued and derivative liabilities. The issuance costs of financial instruments accounted for as equity are charged to additional paid in capital. The extinguishment of financial instruments accounted for as debt that are extinguished by issuance of common stock are recorded at the fair value of common stock issued at the date of issuance, with any difference from the carrying value of the liability recorded as a loss on debt extinguishment. |
Fair Value Measurement | Fair Value Measurement ASC 820, Fair Value Measurements, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. 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. |
Residential Leases | Residential Leases To determine lease classification, the Company evaluates lease terms to determine whether there is a transfer of ownership or bargain purchase option at the end of the lease, whether the lease term is greater than 75% of the useful life, or whether the present value of minimum lease payments exceed 90% of the fair value at lease inception. All of the Company’s leased systems are treated as sales-type leases under GAAP accounting policies. Financing receivables are generated by solar energy systems leased to residential customers under sales-type leases. Financing receivables represents gross minimum lease payments to be received from customers over a period commensurate with the remaining lease term of up to 20 years and the systems estimated residual value, net of allowance for estimated losses. Initial direct costs for sales-type leases are recognized as cost of sales when the solar energy systems are placed in service. For systems classified as sales-type leases, the net present value of the minimum lease payments, net of executory costs, is recognized as revenue when the lease is placed in service. This net present value as well as the net present value of the residual value of the lease at termination are recorded as other assets in the Consolidated Balance Sheet. The difference between the initial net amounts and the gross amounts are amortized to revenue over the lease term using the interest method. The residual values of the Company’s solar energy systems are determined at the inception of the lease applying an estimated system fair value at the end of the lease term. RGS considers the credit risk profile for its lease customers to be homogeneous due to the criteria the Company uses to approve customers for its residential leasing program, which among other things, requires a minimum “fair” FICO credit quality. Accordingly, the Company does not regularly categorize its financing receivables by credit risk. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards ASU 2017-04 On January 26, 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-04 (“ASU 2017-04”), Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment ASU 2016-20 On December 21, 2016, the FASB issued Accounting Standards Update No. 2016-20 (“ASU 2016-20”), Technical Corrections and Improvements to Topic 606 Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) ASU 2016-18 On November 17, 2016, the FASB issued Accounting Standards Update No. 2016-18 (“ASU 2016-18”), Statement of Cash Flows: Restricted Cash, ASU ASU 2016-15 On August 26, 2016, the FASB issued Accounting Standards Update No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, ASU 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 (Topic 842), ASU 2015-05 On April 15, 2015, the FASB issued Accounting Standards Update No. 2015-05 (“ASU 2015-05”), Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement 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 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 for annual periods ending after December 15, 2016, with early application permitted for unissued financial statements. The Company has adopted this ASU, and has determined there is no impact 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 In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year. ASU 2014-09, as deferred by ASU 2015-14, will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, using either of two methods: (a) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (b) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined in ASU 2014-09. The Company has implemented a plan that will involve internal meetings to review the new standard, and determine which transition method to utilize. This plan is expected to be executed during the 2 nd |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of computation of basic and diluted net income (loss) per share | For the Years Ended December 31, (In thousands, except per share data) 2016 2015 Numerator for basic and diluted net loss per share $ (25,328 ) $ (10,780 ) Denominator: Weighted average shares for basic net loss per share 138 14 Effect of dilutive securities: Weighted average of common stock, stock options and warrants — — Denominators for diluted net loss per share 138 14 Net loss per share—basic and diluted $ (183.54 ) $ (770.00 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | (in thousands) 2016 2015 Buildings and leasehold improvements 195 142 Furniture, fixtures and equipment 1,369 1,334 Computers and software 1,491 1,547 Vehicles and machinery 707 764 3,762 3,787 Accumulated depreciation and amortization (3,142 ) (2,772 ) Total property and equipment, net $ 620 $ 1,015 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | (in thousands) Future Minimum 2017 $ 678 2018 393 2019 316 2020 262 2021 266 2022 and thereafter 112 Total minimum lease payments $ 2,027 |
Convertible Notes and Convert26
Convertible Notes and Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of assumptions for embedded derivative liabilities | Date of issuance Exercise Price Closing Market Price Risk-free Rate Market Price Volatility Remaining Term (years) Probability of change in control Embedded derivative April 2016 Variable $426.00 0.90% 49.0% 3.0 15.0% Embedded derivative December 2016 Variable $ 7.20 1.20% 52.0% 2.25 0.0% |
Schedule for summary of convertible note | Statement of Changes in Shareholders' Equity Fair value of convertible notes liability & accrued interest converted to common stock $ 17,308 Issuance of warrants for convertible notes offering 2,502 Statement of Operations: Amortization of debt discount and interest expense (2,321 ) Change in fair value of derivative liabilities and loss on debt extinguishment (8,665 ) Increase in shareholders' equity $ 8,824 Net proceeds received from convertible notes offering $ 8,929 |
Schedule for interest expense recognized in convertible notes | Twelve months Contractual interest expense $ 459 Amortization of debt issuance costs 437 Amortization of debt discount 1,425 Total interest expense on Notes $ 2,321 |
Schedule of convertible preferred stock | Statement of Changes in Shareholders' Equity Fair value of preferred stock liability converted to common stock $ 4,324 Issuance of warrants for preferred stock offering, net of costs 1,053 Proceeds from warrant exercises 1,570 Statement of Operations: Amortization of debt discount and interest expense (304 ) Loss on debt extinguishment (2,831 ) Increase in shareholders' equity $ 3,812 Cash received from convertible preferred stock and warrants: Preferred stock, net of costs $ 2,242 Warrants, net of costs 1,570 Net proceeds received from preferred stock offering $ 3,812 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of original assumptions for Series G and H Warrants issued | Exercise Closing Risk-free Market Remaining Series G Warrant $ 496.80 $ 426.00 1.240 % 121.21 % 5.0 Exercise Closing Risk-free Market Remaining Series H Warrant $ 165.00 $ 146.40 1.210 % 127.60 % 5.0 |
Schedule of shares of Class A common stock reserved for future issuance | Stock options and grants outstanding under incentive plans 205 Common stock warrants outstanding - derivative liability 14,111 Common stock warrants outstanding - equity security 668,582 Total shares reserved for future issuance 682,898 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of assets and liabilities measured on recurring basis | Balance at December 31, 2016 (in thousands) Total Quoted Prices Significant Significant Common stock warrant liability $ 137 $ — $ — $ 137 Embedded derivative liability 46 — — 46 Total fair value $ 183 $ — $ — $ 183 |
Schedule of reconciliation of common stock warrant liability measured at fair value on recurring basis | (in thousands) Fair Value Fair value of derivative liabilities at December 31, 2015 $ 338 Change in the fair value of derivative liabilities, net (98 ) Adjustment for warrants exercised/extinguished (103 ) Adjustments for extinguished preferred stock 2,617 Issuance of Notes containing embedded derivative (2,571 ) Fair value of derivative liabilities at December 31, 2016 $ 183 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of variables used in the Black-Scholes option pricing model to determine the estimated grant date fair value for options granted | 2016 2015 Expected volatility —% 109% - 174% Weighted-average volatility —% 155% Expected dividends — % —% Expected term (in years) — 3.5 - 4.5 Risk-free rate —% 1.41% - 1.84% |
Schedule of summary of our option activity | Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2015 238 $ 29,280.00 5.0 $ — Granted 167 2,340.00 Exercised — — Forfeited or expired (160 ) 19,608.00 Outstanding at December 31, 2015 245 $ 15,144.00 5.0 $ — Exercisable at December 31, 2015 57 $ 19,446.00 5.0 $ — Granted — — Exercised — — Forfeited or expired (40 ) 4,814.70 Outstanding at December 31, 2016 205 $ 15,195.77 3.5 $ — Exercisable at December 31, 2016 153 $ 15,879.77 3.5 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income tax expense (benefit) | Years ended December 31, (in thousands) 2016 2015 Current: Federal $ — $ — State 27 9 27 9 Deferred: Federal — — State — — — — Total $ 27 $ 9 |
Schedule of variations from the federal statutory rate | Years ended December 31, (in thousands) 2016 2015 Expected federal income tax expense (benefit) at statutory rate of 35% $ (8,845 ) $ (3,769 ) Effect of permanent other differences 4,755 (2,031 ) Effect of valuation allowance (1,665 ) 7,576 Other 6,173 (906 ) State income tax expense (benefit), net of federal benefit (391 ) (861 ) $ 27 $ 9 |
Schedule of temporary differences between the carrying amounts of assets and liabilities | (in thousands) 2016 2015 Deferred tax assets (liabilities) Current: Provision for doubtful accounts $ 220 $ 442 Inventory-related expense 209 211 Accrued liabilities 739 1,170 Other 863 1,686 Total current deferred tax assets 2,031 3,509 Non-current Depreciation and amortization 3,535 4,069 Net operating loss carry-forwards 46,427 46,055 Other 28 54 Total non-current deferred tax assets 49,990 50,178 Valuation allowance (52,021 ) (53,687 ) Total net deferred tax assets $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of reconciliation of total of reportable segments' loss from operations | (in thousands) 2016 2015 Net revenue: Residential $ 13,275 $ 30,205 Sunetric 4,150 15,322 Other — — Consolidated net revenue 17,425 45,527 Income (loss) from operations: Residential (3,386 ) (6,223 ) Sunetric (1,667 ) (197 ) Other (6,523 ) (10,405 ) Consolidated loss from continuing operations (11,576 ) (16,825 ) Reconciliation of consolidated loss from operations to consolidated net loss: Other income (expense) (21 ) 386 Interest expense (2,811 ) (487 ) Change in fair value of derivative liabilities and loss on extinguishment (11,395 ) 7,127 Income tax expense (27 ) (9 ) (Loss)/gain from discontinued operations, net of tax 502 (972 ) Net loss $ (25,328 ) $ (10,780 ) |
Schedule of reconciliation of reportable segments' assets to the Company's consolidated total assets. | (in thousands) 2016 2015 Total assets – continuing operations: Residential $ 7,159 $ 9,229 Sunetric 1,196 3,041 Other 3,857 1,034 $ 12,212 $ 13,304 Total assets – discontinued operations: Commercial 2,161 3,731 $ 14,373 $ 17,035 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 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 | Years ended December 31, (in thousands) 2016 2015 Major line items constituting pretax loss of discontinued operations: Net revenue $ 394 $ 939 Cost of goods sold (90 ) 1,061 Expenses: Selling and operating (75 ) 644 General and administrative 25 119 Restructuring costs — 31 Depreciation and amortization — 56 Goodwill and other asset impairments — — Pretax (loss) gain of discontinued operations $ 534 $ (972 ) Income tax benefit 32 — (Loss) gain on discontinued operations $ 502 $ (972 ) |
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) December 31, December 31, Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 536 $ 1,560 Costs in excess of billings on uncompleted contracts 207 1,105 Inventory, net 37 112 Deferred costs on uncompleted contracts — — Other current assets 129 76 Total major classes of current assets of the discontinued operations 909 2,853 Noncurrent assets: Property and equipment, net — — Other noncurrent assets 1,252 878 Total noncurrent assets of discontinued operations 1,252 878 Total assets of the discontinued operations in the balance sheet $ 2,161 $ 3,731 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable 285 1,978 Accrued liabilities 1,059 2,394 Billings in excess of costs on uncompleted contracts — — Deferred revenue and other current liabilities 113 138 Total current liabilities of discontinued operations 1,457 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 $ 1,682 $ 4,735 |
Principles of Consolidation, 33
Principles of Consolidation, Organization and Nature of Operations (Detail Textuals) - USD ($) $ in Thousands | Feb. 09, 2017 | Feb. 06, 2017 | Dec. 13, 2016 | Sep. 14, 2016 | Apr. 01, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 16, 2017 |
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Increase in net cash used in operating activities | $ (12,294) | $ (12,958) | |||||||
Reduction in vendor accounts payable | (3,217) | $ (4,721) | |||||||
Proceeds from convertible notes | 8,929 | ||||||||
Series H Warrant | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Proceed from warrant exercise | $ 2,200 | $ 1,600 | |||||||
Series I Warrant | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Proceed from warrant exercise | $ 3,600 | ||||||||
Subsequent events | Series K Warrant | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 11,500 | ||||||||
Shares issued upon exercise of warrants | 3,710,000 | ||||||||
Proceed from warrant exercise | $ 10,600 | ||||||||
Subsequent events | Series M Warrant | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Shares issued upon exercise of warrants | 1,800,000 | ||||||||
Proceed from warrant exercise | $ 5,500 | ||||||||
Subsequent events | Series N Warrant | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Shares issued upon exercise of warrants | 750,000 | ||||||||
Subsequent events | Series L Warrants | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Shares issued upon exercise of warrants | 1,613,080 | ||||||||
Convertible Preferred Stock | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Proceed from warrant exercise | 1,570 | ||||||||
Amount received in cash from issuance of preferred stock and warrants | $ 2,800 | ||||||||
Preferred stock, dividend rate, percentage | 12.50% | ||||||||
Class A common stock | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 4,100 | ||||||||
Shares issued upon exercise of warrants | 616,667 | 16,970 | 9,515 | ||||||
Class A common stock | Series H Warrant | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Shares issued upon exercise of warrants | 6.0606 | ||||||||
Class A common stock | Subsequent events | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 6,000 | ||||||||
Shares issued upon exercise of warrants | 1,800,000 | 3,710,000 | |||||||
2016 Note Offering | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Shares issued upon exercise of warrants | 9,710 | ||||||||
Net proceed received from unrestricted cash | $ 8,900 | ||||||||
Senior Secured Convertible Notes | |||||||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||||||
Proceed from warrant exercise | $ 9,100 | ||||||||
Amount received in cash from issuance of preferred stock and warrants | $ 10,000 |
Significant Accounting Polici34
Significant Accounting Policies - Computation of basic and diluted net income (loss) per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Numerator for basic and diluted net loss per share | $ (25,328) | $ (10,780) |
Denominator: | ||
Weighted average shares for basic net loss per share | 138 | 14 |
Effect of dilutive securities: | ||
Weighted average of common stock, stock options and warrants | ||
Denominators for diluted net loss per share | 138 | 14 |
Net loss per share - basic and diluted | $ (183.54) | $ (770) |
Significant Accounting Polici35
Significant Accounting Policies (Detail Textuals) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)Segmentshares | Dec. 31, 2015USD ($)shares | |
Schedule Of Accounting Policies [Line Items] | ||
Allowance for doubtful accounts | $ 0.6 | $ 1.2 |
Reserve for obsolete or slow moving inventory | $ 0.5 | $ 0.3 |
Product warranty period of warrants solar energy systems | 10 years | |
Limited performance warranty period of warrants solar energy systems | 25 years | |
Weighted average common share equivalents excluded from earnings per share | shares | 843,163 | 2,678 |
Concentration risk, benchmark description | The Company did not have any customer who accounted for more than 10% of total accounts receivable as of December 31, 2016 and 2015, nor did it have any customer representing over 10% of sales during 2016 or 2015. | |
Maximum remaining lease term of sales type lease | 20 years | |
Number of operating segments | Segment | 3 | |
Minimum | ||
Schedule Of Accounting Policies [Line Items] | ||
Estimated useful lives of property and equipment | three years | |
Maximum | ||
Schedule Of Accounting Policies [Line Items] | ||
Estimated useful lives of property and equipment | twenty years | |
Supplier Concentration Risk | ||
Schedule Of Accounting Policies [Line Items] | ||
Concentration risk, percentage | 90.00% | 50.00% |
Concentration risk, supplier | three suppliers |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,762 | $ 3,787 |
Accumulated depreciation and amortization | (3,142) | (2,772) |
Total property and equipment, net | 620 | 1,015 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 195 | 142 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,369 | 1,334 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,491 | 1,547 |
Vehicles and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 707 | $ 764 |
Revolving Line of Credit (Detai
Revolving Line of Credit (Detail Textuals) - USD ($) | Jan. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 25, 2015 |
Class A common stock | ||||
Line of Credit Facility [Line Items] | ||||
Issuance of common stock | 1,183,151 | 20,502 | ||
Line of credit | Solar Solutions and SVB | ||||
Line of Credit Facility [Line Items] | ||||
Borrowings outstanding under line of credit facility | $ 700,000 | $ 800,000 | ||
Silicon Valley Bank (SVB) | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 3,000,000 | |||
Variable rate used for loan | Prime rate | |||
Bear interest rate | (a) the greater of the prime rate or 4.0%, plus 3.0%, and (b) 7.0% | |||
Basis spread on variable rate | 4.00% | |||
Interest rate during period | 7.00% | |||
Line of credit, facility fee | 2.00% | |||
Line of credit facility, expiration | Mar. 31, 2017 | |||
Administration and collateral monitoring labor fee per month | $ 4,000 | |||
Silicon Valley Bank (SVB) | Subsequent events | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility reduced amount | $ 3,000,000 | |||
Modification Agreement | Solar Solutions | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 167,513.41 | |||
Issuance of common stock | 969 | |||
Share price | $ 5.76 |
Related Party Transactions (Det
Related Party Transactions (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended |
Jun. 24, 2015 | Dec. 31, 2016 | |
Class A common stock | ||
Related Party Transaction [Line Items] | ||
Debt amount converted into shares | $ 9,600 | |
Riverside Fund III, L.P. ("Riverside Lender") | Conversion Agreement (the "Conversion Agreement") | ||
Related Party Transaction [Line Items] | ||
Debt amount converted into shares | $ 3,150 | |
Number of shares issued on debt conversion | 2,147 | |
Conversion price | $ 1,974 | |
Accrued interest payable | $ 1,100 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of remaining future minimum payments of all leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 678 |
2,018 | 393 |
2,019 | 316 |
2,020 | 262 |
2,021 | 266 |
2022 and thereafter | 112 |
Total minimum lease payments | $ 2,027 |
Commitments and Contingencies40
Commitments and Contingencies (Detail Textuals) | Jul. 09, 2014USD ($)InvestorLawsuit | Nov. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 22, 2016USD ($) |
Commitments and Contingencies Disclosure [Line Items] | ||||||
Office and warehouse rent expense | $ 800,000 | $ 1,000,000 | ||||
Legal expenses related to subpoena | $ 24,000 | $ 2,004,000 | ||||
Extended product warranty liability | $ 200,000 | |||||
Value of damages sought | $ 400,000 | |||||
Argonaut Insurance Company | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Cash collateral for borrowed securities | $ 624,000 | |||||
Minimum | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating leases, renewal options | 1 month | |||||
Estimated range of loss related to the warranty claim | 200,000 | |||||
Maximum | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating leases, renewal options | 5 years | |||||
Estimated range of loss related to the warranty claim | $ 1,000,000 | |||||
Vehicle Lease | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating lease termination date | 2020-08 | |||||
Vehicle Lease | Maximum | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Operating lease, lease term | 5 years | |||||
July 2014 PIPE Offering | ||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||
Value of common stock in PIPE offering | $ 7,000,000 | |||||
Number of investors participated in the offering | Investor | 5 | |||||
Number of investors | Investor | 20 | |||||
Number of lawsuits | Lawsuit | 3 | |||||
Recorded charge to operations | $ 5,000,000 | |||||
Legal expenses related to subpoena | $ 1,500,000 | |||||
Amounts of lability advanced by the insurance carrier | $ 1,500,000 |
Convertible Notes and Convert41
Convertible Notes and Convertible Preferred Stock (Details) - $ / shares | 1 Months Ended | |
Dec. 31, 2016 | Apr. 01, 2016 | |
Embedded derivative April 2016 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Exercise Price | Variable | |
Closing Market Price | $ 426 | |
Risk-free Rate | 0.90% | |
Market Price Volatility | 49.00% | |
Remaining Term (years) | 3 years | |
Probability of change in control | 15.00% | |
Embedded derivative December 2016 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Exercise Price | Variable | |
Closing Market Price | $ 7.20 | |
Risk-free Rate | 1.20% | |
Market Price Volatility | 52.00% | |
Remaining Term (years) | 2 years 3 months | |
Probability of change in control | 0.00% |
Convertible Notes and Convert42
Convertible Notes and Convertible Preferred Stock (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Changes in Shareholders' Equity | ||
Fair value of preferred stock liabilty conveted to common stock | $ 21,604 | |
Issuance of warrants for preferred stock offering | 3,552 | |
Statement of Operations: | ||
Change in fair value of derivative liabilities and loss on debt extinguishment | 11,395 | $ (7,127) |
Net proceeds received from convertible notes offering | 2,346 | $ (1,353) |
Class A common stock | ||
Statement of Changes in Shareholders' Equity | ||
Fair value of preferred stock liabilty conveted to common stock | 17,308 | |
Issuance of warrants for preferred stock offering | 2,502 | |
Statement of Operations: | ||
Amortization of debt discount and interest expense | (2,321) | |
Change in fair value of derivative liabilities and loss on debt extinguishment | (8,665) | |
Increase in stockholders' deficit | 8,824 | |
Net proceeds received from convertible notes offering | $ 8,929 |
Convertible Debt and Convertibl
Convertible Debt and Convertible Preferred Stock- Total interest expense recognized related to the Convertible Notes (Details 2) - Convertible note $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Contractual interest expense | $ 459 |
Amortization of debt issuance costs | 437 |
Amortization of debt discount | 1,425 |
Total interest expense on Notes | $ 2,321 |
Convertible Debt and Converti44
Convertible Debt and Convertible Preferred Stock - Information of convertible preferred stock (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Changes in Shareholders' Equity | ||
Fair value of preferred stock liabilty converted to common stock | $ 21,604 | |
Issuance of warrants for convertible notes offering | 3,552 | |
Cash received from convertible preferred stock and warrants: | ||
Net proceeds received from preferred stock offering | 2,346 | $ (1,353) |
Convertible Preferred Stock | ||
Statement of Changes in Shareholders' Equity | ||
Fair value of preferred stock liabilty converted to common stock | 4,324 | |
Issuance of warrants for convertible notes offering | 1,053 | |
Proceed from warrant exercise | 1,570 | |
Statement of Operations: | ||
Amortization of debt discount and interest expense | (304) | |
Loss on debt extinguishment | (2,831) | |
Increase in shareholders' equity | 3,812 | |
Cash received from convertible preferred stock and warrants: | ||
Preferred stock, net of costs | 2,242 | |
Warrants, net of costs | 1,570 | |
Net proceeds received from preferred stock offering | $ 3,812 |
Convertible Debt and Converti45
Convertible Debt and Convertible Preferred Stock (Detail Textuals) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2016 | Feb. 09, 2017 | Feb. 06, 2017 | Dec. 13, 2016 | Sep. 30, 2016 | Sep. 14, 2016 | Apr. 01, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||||||
Carrying value of the convertible notes | $ 10,000,000 | |||||||
Net carrying value after deferred costs and pre-installments | $ 298,000 | $ 0 | ||||||
Class A common stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument convertible amount | 9,600,000 | |||||||
Net carrying value after deferred costs and pre-installments | $ 100,000 | |||||||
Number of shares called by warrants | 616,667 | 9,515 | 16,970 | |||||
Subsequent events | Class A common stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares called by warrants | 1,800,000 | 3,710,000 | ||||||
2016 Note Offering | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares called by warrants | 9,710 | |||||||
2016 Note Offering | Class A common stock | Series G Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares called by warrants | 8,299 | |||||||
Debt issuance costs | $ 1,400,000 | |||||||
2016 Note Offering | Subsequent events | Class A common stock | Series G Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying value of the convertible notes | $ 10,000,000 |
Convertible Debt and Converti46
Convertible Debt and Convertible Preferred Stock (Detail Textuals 1) - USD ($) | Sep. 14, 2016 | Dec. 31, 2016 | Dec. 13, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Gross proceeds from units issued | $ 167,000 | ||||
Convertible preferred stock, stated value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Preferred stock, dividend rate, percentage | 12.50% | ||||
Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Number of common stock issued | 970 | ||||
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 | |||
Number of shares called by warrants | 16,970 | 616,667 | 9,515 | ||
Series H Warrant | |||||
Debt Instrument [Line Items] | |||||
Value of cash received at the closing, net of costs, and upon subsequent exercises of Series H warrants | $ 3,800,000 | ||||
Series H Warrant | Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Number of shares called by warrants | 6.0606 | ||||
Underwriting Agreement | Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Number of common stock issued | 2,800 | ||||
Gross proceeds from units issued | $ 2,800,000 | ||||
Preferred stock, dividend rate, percentage | 12.50% | ||||
Convertible preferred stock, stated value (in dollars per share) | $ 1,000 | ||||
Number of shares called by warrants | 2,800 | ||||
Issuance costs | $ 600,000 | ||||
Underwriting Agreement | Series H Warrant | Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Number of shares called by warrants | 16,970 |
Shareholders' Equity - Original
Shareholders' Equity - Original assumptions for Series G And H Warrants issued (Details) - $ / shares | Sep. 14, 2016 | Apr. 01, 2016 |
Series H Warrant | 2016 Convertible Preferred Stock offering | ||
Shareholders Equity [Line Items] | ||
Exercise price of the warrants, per share (in dollars per share) | $ 165 | |
Closing Market Price | $ 146.40 | |
Risk-free Rate | 1.21% | |
Market Price Volatility | 127.60% | |
Remaining Term (years) | 5 years | |
Series G Warrant | April 2016 Convertible Note Offering | ||
Shareholders Equity [Line Items] | ||
Exercise price of the warrants, per share (in dollars per share) | $ 496.80 | |
Closing Market Price | $ 426 | |
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) | Dec. 31, 2016shares |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 682,898 |
Common stock warrants outstanding | Derivative liability | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 14,111 |
Common stock warrants outstanding | Equity security | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 668,582 |
Stock options and grants outstanding under incentive plans | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 205 |
Shareholders' Equity (Detail Te
Shareholders' Equity (Detail Textuals) $ / shares in Units, $ in Thousands | Feb. 09, 2017USD ($)$ / sharesshares | Feb. 06, 2017USD ($)$ / sharesshares | Dec. 13, 2016USD ($)$ / sharesshares | Sep. 14, 2016USD ($)shares | Apr. 01, 2016USD ($)shares | Jul. 09, 2015$ / sharesshares | Jun. 30, 2015USD ($)Holder$ / sharesshares | Jun. 25, 2015Holder | Feb. 27, 2015 | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Feb. 16, 2017shares | Sep. 30, 2016shares | Jul. 07, 2015shares |
Shareholders Equity [Line Items] | ||||||||||||||
Common stock shares reserved | 682,898 | |||||||||||||
Change in fair value of derivative liabilities and loss on debt extinguishment | $ | $ 11,395 | $ (7,127) | ||||||||||||
June 2015 Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Net proceeds from offering | $ | $ 5,000 | |||||||||||||
Purchase price of common stock, per share (in dollars per share) | $ / shares | $ 2,190 | |||||||||||||
June 2015 Series A and Series C Warrant Exchange for Common Stock | Exchange Agreement | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Percentage of beneficial ownership in excess of | 9.99% | |||||||||||||
Inducement loss | $ | $ 100 | |||||||||||||
Exchange premium percentage | 15.00% | |||||||||||||
Loss on extinguishment of debt | $ | $ 400 | |||||||||||||
December 2016 Common Stock Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Net proceeds from offering | $ | $ 3,600 | |||||||||||||
Purchase price of units per share (in dollars per share) | $ / shares | $ 6.60 | |||||||||||||
6 February, 2017 Offering | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Net proceeds from offering | $ | $ 10,500 | |||||||||||||
6 February, 2017 Offering | Subsequent events | February 6 Primary Units | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Purchase price of units per share (in dollars per share) | $ / shares | $ 3.10 | |||||||||||||
Number of units issued | 2,096,920 | |||||||||||||
6 February, 2017 Offering | Subsequent events | February 6 Alternative Units | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Purchase price of units per share (in dollars per share) | $ / shares | $ 3.09 | |||||||||||||
Number of units issued | 1,613,080 | |||||||||||||
9 February, 2017 Offering | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Net proceeds from offering | $ | $ 5,500 | |||||||||||||
Number of units issued | 1,650,000 | |||||||||||||
9 February, 2017 Offering | Subsequent events | February 9 Primary Units | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Exercise price of the warrants, per share (in dollars per share) | $ / shares | $ 2.50 | |||||||||||||
Number of units issued | 1,650,000 | |||||||||||||
9 February, 2017 Offering | Subsequent events | February 9 Alternative Units | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Exercise price of the warrants, per share (in dollars per share) | $ / shares | $ 2.49 | |||||||||||||
Number of units issued | 750,000 | |||||||||||||
Series F warrant | June 2015 Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Exercise price of the warrants, per share (in dollars per share) | $ / shares | $ 745.92 | |||||||||||||
Series A and Series C Warrant | June 2015 Series A and Series C Warrant Exchange for Common Stock | Exchange Agreement | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of warrant holders | Holder | 2 | |||||||||||||
Percentage of common stock issuable upon exercise of Warrants | 115.00% | |||||||||||||
Series I Warrant | December 2016 Common Stock Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Exercise price of the warrants, per share (in dollars per share) | $ / shares | $ 10.50 | |||||||||||||
Series K Warrant | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Proceeds from issuance of common stock | $ | $ 11,500 | |||||||||||||
Number of shares called by warrants | 3,710,000 | |||||||||||||
Series K Warrant | 6 February, 2017 Offering | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 3,710,000 | |||||||||||||
Series N Warrant | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 750,000 | |||||||||||||
Series M Warrant | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 1,800,000 | |||||||||||||
Series M Warrant | 9 February, 2017 Offering | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 1,800,000 | |||||||||||||
Class A common stock | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of common stock issued | 970 | |||||||||||||
Proceeds from issuance of common stock | $ | $ 4,100 | |||||||||||||
Number of shares called by warrants | 616,667 | 16,970 | 9,515 | |||||||||||
Change in fair value of derivative liabilities and loss on debt extinguishment | $ | $ (8,665) | |||||||||||||
Class A common stock | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Proceeds from issuance of common stock | $ | $ 6,000 | |||||||||||||
Number of shares called by warrants | 1,800,000 | 3,710,000 | ||||||||||||
Class A common stock | February 2015 Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Percentage of number of shares of Common stock | 4.99% | |||||||||||||
Class A common stock | June 2015 Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Percentage of number of shares of Common stock | 30.00% | |||||||||||||
Purchase price of common stock, per share (in dollars per share) | $ / shares | $ 745.92 | |||||||||||||
Number of shares delivered to investors | 4,420 | |||||||||||||
Class A common stock | June 2015 Series A and Series C Warrant Exchange for Common Stock | Exchange Agreement | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 141 | 2,073 | ||||||||||||
Number of warrant holders | Holder | 1 | |||||||||||||
Warrants exchanged for shares of common stock | 122 | 1,802 | ||||||||||||
Class A common stock | December 2016 Common Stock Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of common stock issued | 616,667 | |||||||||||||
Number of shares called by warrants | 616,667 | |||||||||||||
Net proceeds from issuance of common stock and warrants | $ | $ 4,070 | |||||||||||||
Class A common stock | 6 February, 2017 Offering | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of common stock issued | 2,096,920 | |||||||||||||
Proceeds from issuance of common stock | $ | $ 11,500 | |||||||||||||
Number of shares called by warrants | 3,710,000 | |||||||||||||
Class A common stock | 9 February, 2017 Offering | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Proceeds from issuance of common stock | $ | $ 6,000 | |||||||||||||
Number of shares called by warrants | 1,800,000 | |||||||||||||
Class A common stock | Series G Warrant | April 2016 Convertible Note Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 9,710 | |||||||||||||
Fair value of warrants issued | $ | $ 2,500 | |||||||||||||
Class A common stock | Series H Warrant | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 6.0606 | |||||||||||||
Class A common stock | Series H Warrant | 2016 Convertible Preferred Stock offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 16,970 | |||||||||||||
Fair value of warrants issued | $ | $ 1,100 | |||||||||||||
Class A common stock | Series I Warrant | December 2016 Common Stock Offering | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 616,667 | |||||||||||||
Class A common stock | Series N Warrant | 9 February, 2017 Offering | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 750,000 | |||||||||||||
Class A common stock | Series M Warrant | 9 February, 2017 Offering | Subsequent events | ||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||
Number of shares called by warrants | 1,800,000 |
Shareholders' Equity (Detail 50
Shareholders' Equity (Detail Textuals 1) - Conversion Agreement (the "Conversion Agreement") - Riverside Lender - Class A common stock - June 2015 Conversion of Debt to Equity - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |
Jun. 25, 2015 | Jun. 24, 2015 | |
Shareholders Equity [Line Items] | ||
Principal amount | $ 3,150 | |
Accrued interest | $ 1,100 | |
Number of shares issued in exchange for notes payable | 1,517 | 2,147 |
Conversion price | $ 1,974 | |
Ownership holding percentage | 19.99% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 137 | $ 342 |
Embedded derivative liability | 46 | |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 137 | |
Embedded derivative liability | 46 | |
Total fair value | 183 | |
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 | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 137 | |
Embedded derivative liability | 46 | |
Total fair value | $ 183 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Common Stock Warrant Liability Measured at Fair Value on Recurring Basis (Details) - Recurring basis - Significant Unobservable Inputs (Level 3) - Common stock warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of derivative liabilities at December 31, 2015 | $ 338 |
Change in the fair value of derivative liabilities, net | (98) |
Adjustment for warrants exercised/extinguished | (103) |
Adjustments for extinguished preferred stock | 2,617 |
Issuance of Notes containing embedded derivative | (2,571) |
Fair value of derivative liabilities at December 31, 2016 | $ 183 |
Share-Based Compensation - Vari
Share-Based Compensation - Variables Used in Black-Scholes Option Pricing Model to Determine Estimated Grant Date Fair Value for Options Granted (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility, Minimum | 109.00% |
Expected volatility, Maximum | 174.00% |
Weighted-average volatility | 155.00% |
Expected dividends | |
Risk-free rate, Minimum | 1.41% |
Risk-free rate, Maximum | 1.84% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years 6 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 4 years 6 months |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Options Activity (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | |||
Beginning Balance | 245 | 238 | |
Granted | 167 | ||
Exercised | |||
Forfeited or expired | (40) | (160) | |
Ending Balance | 205 | 245 | 238 |
Number of Shares Exercisable, Ending Balance | 153 | 57 | |
Weighted Average Exercise Price | |||
Beginning Balance | $ 15,144 | $ 29,280 | |
Granted | 2,340 | ||
Exercised | |||
Forfeited or expired | 4,814.70 | 19,608 | |
Ending Balance | 15,195.77 | 15,144 | $ 29,280 |
Weighted Average Exercise Price Exercisable, Ending Balance | $ 15,879.77 | $ 19,446 | |
Weighted Average Remaining Contractual Term (Yrs) | |||
Outstanding as of end of year | 3 years 6 months | 5 years | 5 years |
Exercisable as of end of year | 3 years 6 months | 5 years | |
Aggregate Intrinsic Value | |||
Outstanding | |||
Exercisable |
Share-Based Compensation (Detai
Share-Based Compensation (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation, total fair value of shares vested | $ 1,000 | $ 780,000 |
Option valuation method used | Black-Scholes option-pricing model | |
Share-based compensation expense | $ 708,000 | $ 784,000 |
Share based compensation, unrecognized cost related to nonvested | $ 200,000 | |
2008 Long-Term Incentive Plan | Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum number of shares authorized to be granted | 52,536 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | ||
State | 27 | 9 |
Total current tax | 27 | 9 |
Deferred: | ||
Federal | ||
State | ||
Total deferred tax | ||
Total | $ 27 | $ 9 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax expense (benefit) at statutory rate of 35% | $ (8,845) | $ (3,769) |
Effect of permanent other differences | 4,755 | (2,031) |
Effect of valuation allowance | (1,665) | 7,576 |
Other | 6,173 | (906) |
State income tax expense (benefit), net of federal benefit | (391) | (861) |
Total | $ 27 | $ 9 |
Income Taxes (Parentheticals) (
Income Taxes (Parentheticals) (Details 1) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income tax rate | 35.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current: | ||
Provision for doubtful accounts | $ 220 | $ 442 |
Inventory-related expense | 209 | 211 |
Accrued liabilities | 739 | 1,170 |
Other | 863 | 1,686 |
Total current deferred tax assets | 2,031 | 3,509 |
Non-current | ||
Depreciation and amortization | 3,535 | 4,069 |
Net operating loss carry-forwards | 46,427 | 46,055 |
Other | 28 | 54 |
Total non-current deferred tax assets | 49,990 | 50,178 |
Valuation allowance | (52,021) | (53,687) |
Total net deferred tax assets |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 122.4 |
Operating loss carry forwards expiration year | 2,020 |
State | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 109.4 |
Operating loss carry forwards expiration year | 2,020 |
Income Taxes (Detail Textuals 1
Income Taxes (Detail Textuals 1) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Increase (decrease) in deferred tax assets valuation allowance | $ 1.7 |
Income tax rate | 35.00% |
Operating loss future carry forward value under tax sharing agreement with Gaia | $ 1.6 |
Segment Information - Financial
Segment Information - Financial information for segments and reconciliation of Total of Reportable segments' income/(loss)from operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 17,425 | $ 45,527 |
Loss from operations | (11,576) | (16,825) |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Other income (expense) | (21) | 386 |
Interest expense | (2,811) | (487) |
Change in fair value of derivative liabilities and loss on debt extinguishment | (11,395) | 7,127 |
Income tax expense/(benefit) | (27) | (9) |
(Loss) gain on discontinued operations | 502 | (972) |
Net loss | (25,328) | (10,780) |
Residential | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 13,275 | 30,205 |
Loss from operations | (3,386) | (6,223) |
Sunetric | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 4,150 | 15,322 |
Loss from operations | (1,667) | (197) |
Other | ||
Segment Reporting Information [Line Items] | ||
Net revenue | ||
Loss from operations | $ (6,523) | $ (10,405) |
Segment Information - Reconcili
Segment Information - Reconciliation of reportable segments' assets to consolidated total assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 14,373 | $ 17,035 |
Continuing Operations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 12,212 | 13,304 |
Continuing Operations | Residential | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 7,159 | 9,229 |
Continuing Operations | Sunetric | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,196 | 3,041 |
Continuing Operations | Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 3,857 | 1,034 |
Discontinued Operations | Commercial Segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 2,161 | $ 3,731 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of reconciliation of discontinued operations presented in condensed consolidated statements of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Major line items constituting pretax loss of discontinued operations: | ||
Net revenue | $ 394 | $ 939 |
Cost of goods sold | (90) | 1,061 |
Expenses: | ||
Selling and operating | (75) | 644 |
General and administrative | 25 | 119 |
Restructuring costs | 31 | |
Depreciation and amortization | 56 | |
Goodwill and other asset impairments | ||
Pretax (loss) gain of discontinued operations | 534 | (972) |
Income tax benefit | 32 | |
(Loss)/gain on discontinued operations | $ 502 | $ (972) |
Discontinued Operations - Sch65
Discontinued Operations - Schedule of reconciliation of discontinued operations presented in condensed consolidated balance sheets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, net | $ 536 | $ 1,560 |
Costs in excess of billings on uncompleted contracts | 207 | 1,105 |
Inventory, net | 37 | 112 |
Deferred costs on uncompleted contracts | ||
Other current assets | 129 | 76 |
Total major classes of current assets of the discontinued operations | 909 | 2,853 |
Noncurrent assets: | ||
Property and equipment, net | ||
Other noncurrent assets | 1,252 | 878 |
Total noncurrent assets of discontinued operations | 1,252 | 878 |
Total assets of the discontinued operations in the balance sheet | 2,161 | 3,731 |
Current liabilities: | ||
Accounts payable | 285 | 1,978 |
Accrued liabilities | 1,059 | 2,394 |
Billings in excess of costs on uncompleted contracts | ||
Deferred revenue and other current liabilities | 113 | 138 |
Total current liabilities of discontinued operations | 1,457 | 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 | $ 1,682 | $ 4,735 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - Class A common stock - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Feb. 28, 2017 | Jan. 25, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per shares) | $ 0.0001 | $ 0.0001 | ||
Subsequent events | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per shares) | $ 0.0001 | |||
Reverse stock split, description | Shares of Class A common stock were combined into one share of Class A common stock. The accompanying financial statements have been adjusted to reflect the reverse stock split. | |||
Subsequent events | Warrant | ||||
Subsequent Event [Line Items] | ||||
Net offering cost | $ 16.1 |