Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 30, 2018 | Jun. 30, 2017 | |
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 | Yes | ||
Entity Public Float | $ 7,313,815 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock | |||
Entity Common Stock, Shares Outstanding | 10,351,845 | ||
Class B common stock | |||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 1,170 | $ 2,940 |
Restricted cash | 173 | |
Accounts receivable, net | 2,393 | 3,002 |
Costs in excess of billings | 19 | |
Inventory, net | 1,950 | 1,502 |
Deferred costs on uncompleted contracts | 615 | 398 |
Other current assets | 1,264 | 912 |
Current assets of discontinued operations | 1,242 | 909 |
Total current assets | 8,634 | 9,855 |
Property and equipment, net | 1,156 | 620 |
POWERHOUSE license | 1,114 | |
Goodwill | 1,338 | 1,338 |
Net investment in sales-type leases and other assets | 1,437 | 1,308 |
Noncurrent assets of discontinued operations | 579 | 1,252 |
Total assets | 14,258 | 14,373 |
Current liabilities: | ||
Line of credit | 663 | |
Convertible debt, net of deferred cost and pre-installment of $0 and $298 | 1 | 124 |
Accounts payable | 1,387 | 2,019 |
Accrued liabilities | 1,441 | 1,362 |
Billings in excess of costs on uncompleted contracts | 107 | |
Derivative liabilities | 46 | |
Deferred revenue and other current liabilities | 1,392 | 1,033 |
Current liabilities of discontinued operations | 721 | 921 |
Total current liabilities | 4,942 | 6,275 |
Other liabilities | 2,329 | 2,222 |
Derivative liabilities | 76 | 137 |
Non-current liabilities of discontinued operations | 745 | 761 |
Total liabilities | 8,092 | 9,395 |
Commitments and contingencies (Note 5) | ||
Shareholders' equity: | ||
Preferred stock, par value $.0001 per share; 50,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 205,830 | 187,752 |
Proxy contest consideration | 810 | |
Accumulated deficit | (200,482) | (182,782) |
Total shareholders' equity | 6,166 | 4,978 |
Total liabilities and shareholders' equity | 14,258 | 14,373 |
Class A common stock | ||
Shareholders' equity: | ||
Common stock, value | 8 | 8 |
Total shareholders' equity | 8 | 8 |
Class B common stock | ||
Shareholders' equity: | ||
Common stock, value | $ 0 | $ 0 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred costs and pre-installments | $ 0 | $ 298 |
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 share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 8,151,845 | 1,183,151 |
Common stock, shares outstanding | 8,151,845 | 1,183,151 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 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, 2017 | Dec. 31, 2016 | |
Contract revenue: | ||
Sale and installation of solar energy systems | $ 14,019 | $ 16,705 |
Service | 1,104 | 719 |
Leasing, net | 53 | 59 |
Contract expenses: | ||
Installation of solar energy systems | 13,176 | 14,347 |
Service | 1,623 | 1,204 |
Customer acquisition | 5,918 | 5,793 |
Contract loss | (5,541) | (3,861) |
Operating expense | 10,704 | 7,651 |
Proxy contest expense | 1,186 | |
Litigation | 327 | 24 |
Operating loss | (17,758) | (11,536) |
Interest expense | (2,872) | |
Derivative and other | 170 | 2,645 |
Debt accretion expense and loss on extinguishment | (486) | (14,067) |
Loss from continuing operations, net of tax | (18,074) | (25,830) |
Income from discontinued operations, net of tax | 374 | 502 |
Net loss | $ (17,700) | $ (25,328) |
Net loss per share-basic and diluted: | ||
From continuing operations | $ (2.60) | $ (187.17) |
From discontinued operations | 0.05 | 3.64 |
Net loss per share-basic and diluted (in dollars per share) | $ (2.55) | $ (183.53) |
Weighted-average shares outstanding: | ||
Basic and Diluted (in shares) | 6,950 | 138 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Class A Common Stock | Additional Paid - in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2015 | $ 8 | $ 156,433 | $ (157,454) | $ (1,013) |
Balance (in shares) at Dec. 31, 2015 | 20,502 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity changes related to compensation | 708 | 708 | ||
Proceeds from common stock offering and warrant exercises, net of costs | 5,185 | 5,185 | ||
Proceeds from common stock offering 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 | 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 | 3,552 | 3,552 | ||
Net Loss | (25,328) | (25,328) | ||
Balances at Dec. 31, 2016 | $ 8 | 187,752 | (182,782) | 4,978 |
Balance (in shares) at Dec. 31, 2016 | 1,183,151 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity changes related to compensation | 249 | 249 | ||
Proceeds from common stock offering and warrant exercises, net of costs | 17,095 | 17,095 | ||
Proceeds from common stock offering and warrant exercises, net of costs (in shares) | 6,780,939 | |||
Fair value of shares issued for convertible note and interest and preferred stock liability converted to common stock | 734 | 734 | ||
Fair value of shares issued for convertible note and interest and preferred stock liability converted to common stock (in shares) | 177,018 | |||
Fractional shares issued in connection with reverse split (in shares) | 10,737 | |||
Proxy contest consideration | 810 | 810 | ||
Net Loss | (17,700) | (17,700) | ||
Balances at Dec. 31, 2017 | $ 8 | $ 206,640 | $ (200,482) | $ 6,166 |
Balance (in shares) at Dec. 31, 2017 | 8,151,845 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | ||
Net loss | $ (17,700) | $ (25,328) |
Income from discontinued operations | 374 | 502 |
Loss from continuing operations | (18,074) | (25,830) |
Adjustments to reconcile net loss to net cash used in operating activities - continuing operations: | ||
Depreciation | 415 | 424 |
Amortization of debt discount and issuance costs | 2,516 | |
Share-based compensation expense | 249 | 708 |
Change in fair value of derivative liabilities and loss on debt extinguishment | 379 | 11,395 |
(Gain) loss on sale of assets | (3) | 21 |
Loss on settlement of proxy contest | 810 | |
Inventory obsolescence | 320 | (19) |
Bad debt expense | 263 | 26 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 346 | 1,346 |
Costs in excess of billings on uncompleted contracts | 19 | 911 |
Inventory, net | (768) | 568 |
Deferred costs on uncompleted contracts | (217) | 537 |
Net investment in sales-type leases and other current assets | (352) | (153) |
Other non-current assets | (129) | |
Accounts payable | (253) | (3,217) |
Accrued liabilities | 103 | 22 |
Billings in excess of costs on uncompleted contracts | (107) | (751) |
Deferred revenue and other current liabilities | 359 | 115 |
Other liabilities | 107 | 68 |
Net cash used in operating activities - continuing operations | (16,533) | (11,313) |
Net cash provided by (used in) operating activities - discontinued operations | 498 | (981) |
Net cash used in operating activities | (16,035) | (12,294) |
Investing activities: | ||
Payments related to POWERHOUSE license | (1,114) | |
Purchases of property and equipment | (432) | (67) |
Payments related to RGS 365 portal | (413) | |
Proceeds from sale of property and equipment | 17 | |
Net cash used in investing activities | (1,959) | (50) |
Financing activities: | ||
Proceeds from warrant exercises, net of costs | 1,064 | 1,587 |
Proceeds from convertible debt, net of costs and restricted cash | 8,929 | |
Restricted cash released upon conversion of debt | 173 | |
Proceeds from the issuance of common stock, net of costs | 16,029 | 3,565 |
Proceeds from the issuance of convertible preferred stock, net of costs | 2,228 | |
Principal borrowings on revolving line of credit | 1,498 | 18,094 |
Principal payments on revolving line of credit | (2,540) | (19,713) |
Net cash provided by financing activities | 16,224 | 14,690 |
Net (decrease) increase in cash | (1,770) | 2,346 |
Cash at beginning of year | 2,940 | 594 |
Cash at end of year | 1,170 | 2,940 |
Supplemental cash flow information: | ||
Income taxes paid | 19 | |
Interest paid | 8 | 212 |
Non-cash items | ||
Proxy contest settlement payment in shares of common stock | 810 | |
Change in common stock warrant liability in conjunction with exercise/extinguishment of warrants | 133 | |
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 | $ 125 | 337 |
Embedded derivative liability with 2016 Note Offering | 45 | |
Accrued closing costs on the 2016 Note Offering | $ 25 |
Principles of Consolidation, Or
Principles of Consolidation, Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
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. These consolidated financial statements have been prepared on the going concern basis, which presumes the realization of assets and the settlement of liabilities in the normal course of operations. The application of the going concern basis is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continued operations, or, in the absence of adequate cash flows from operations, obtaining additional financing. The Company has reported losses from operations for the years ended December 31, 2017 and 2016, and has an accumulated deficit of approximately $200 million at December 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management continues to review operations in order to identify additional strategies designed to generate cash flow, improve the Company's financial position, and enable the timely discharge of the Company's obligations. If management is unable to identify sources of additional cash flow in the short term, it may be required to further reduce or limit operations. 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. POWERHOUSE™ License Agreement A material significant event occurred on September 29, 2017 (the “Effective Date”), when the Company executed an exclusive domestic and international world-wide Technology License Agreement (the “License”) with Dow Global Technologies LLC (“Dow”) for its POWERHOUSE™ in-roof solar shingle. The License requires the Company to commercialize and sell a minimum of 50 megawatts of solar within 5-years of the Effective Date to retain exclusive world-wide rights, a requirement the Company believes is achievable. In addition to the License, the Company and Dow executed a Trademark License Agreement (the “TLA”), a Technology Service Agreement (the “TSA”) and a Sales Agreement-Surplus Property (the “Sales Agreement”). The execution of the TLA will allow RGS to market the POWERHOUSE™ 3.0 product using the Dow name. The Sales Agreement identified used manufacturing molds that Dow transferred title to RGS for a cost of $1.00. Under the terms of the License, the Company will produce, market and sell the POWERHOUSE™ 3.0 product, for which it has agreed to a license fee of $3 million and a running royalty fee equal to 2.5% against net sales of the POWERHOUSE™ product and services, payable quarterly in arrears. Further, the Company will be responsible for all post-Effective Date costs to obtain United Laboratories certification (“UL Certification”) and for the prosecution of all related patents world-wide, which may be offset against the payment of the running royalty fee. The license fee is comprised of two payments; the first $1 million was paid in connection with the Effective Date of the License in 2017 in accordance with the TLA. The remaining $2 million is due within 30 days after the Company receiving UL Certification of the POWERHOUSE™ 3.0 product. Upon obtaining UL Certification, the Company intends to begin commercialization of POWERHOUSE™ 3.0 entailing the manufacturing, marketing and sale of POWERHOUSE™ 3.0 to roofing companies. Liquidity and Financial Resources Update The Company has experienced recurring operating losses and negative cash flow from operations which have necessitated: (i) developing plans to grow revenue to generate positive cash flow and (ii) raising additional capital. No assurances can be given that the Company will be successful with its plans to The Company plans to grow revenue are: · Invest in the POWERHOUSE™ license by obtaining UL Certification for POWERHOUSE™ 3.0, a prerequisite for commercialization of the product and, upon achieving UL Certification, manufacture, market and sell POWERHOUSE™ 3.0 to roofing companies and new home builders; · Leverage the POWERHOUSE™ brand to generate leads and revenue for the Residential and Sunetric segments; · Leverage the Company’s investment in RGS 365™ customer-centric software for the POWERHOUSE™ and Solar Divisions; · Expand the Company’s digital marketing program to generate customer leads while achieving its desired cost of acquisition; · Make available to the Company’s customers additional third-party providers to finance customer acquisitions of its solar energy systems; and · Expand the Company’s network of authorized third-party installers. During February 2018, the Company completed a strategic realignment to scale back the Company’s residential solar homeowner business. While the Company has made progress during 2017 in growing solar sales and backlog, growth has not met initial expectations. The realignment reduced the number of outside sales personnel. The Company plans to maintain the areas of core competencies meeting expectations, such as its e-sales call center and commercial sales organization. Until the Company is successful in implementing its plans to increase revenue for profitable operations, the Company expects to have a cash outflow from operating activities. The Company expects to obtain UL certification for POWERHOUSE™ 3.0 in 2018 and, if it determines to proceed at that time with the commercialization of POWERHOUSE™, the Company expects to have cash outflow from operating activities for commercialization of POWERHOUSE™, prepayments with supply chain manufacturers and working capital as sales of the product commence. Additionally, the Company would be required to make the remaining “Initial License” payment of the $2 million, which would be recorded as a cash outflow in investing activities. To provide funds to grow the Company’s revenue, on March 30, 2018, the Company entered into the Securities Purchase Agreement for the 2018 Offering, as defined and described in Note 6. Shareholders’ Equity. The 2018 Offering may result in gross proceeds of $10.0 million, before placement agent fees and other expenses associated with the transaction. The Company will receive $5 million of the proceeds from the sale of the 2018 Notes (as defined in Note 6. Shareholders’ Equity) at closing. The Company also will receive Investor Notes in an aggregate amount of $5.0 million secured by cash and/or securities held in investor accounts. Investors are required to prepay the Investor Notes as they convert their Series B Notes issued in the 2018 Offering and, upon satisfaction of Equity Conditions and certain other conditions, upon the occurrence of a specified mandatory prepayment event. The 2018 Notes will be convertible into Class A common stock and if not fully converted into shares of Class A common stock at maturity, we would seek to refinance a remaining balance at that time from: (i) negotiations with the holders of the 2018 Notes, (ii) funds obtained in a public or private offering of securities, or (iii) common stock warrant exercises including our reducing the exercise price of common stock warrants to induce conversion. No assurances can be given that should a balance remain on the 2018 Notes at maturity that we will be successful in meeting the obligation under the 2018 Notes. If the Company determines to proceed with commercialization of POWERHOUSE™ 3.0, it will require additional capital which could be met from the Investor Notes. In the event capital from the Investor Notes are not received by the Company, the Company would seek to obtain the capital from other transactions such as a public offering of securities, and common stock warrant exercises including the Company reducing the exercise price of common stock warrants to induce conversion. No assurances can be given that, should the Company determine to proceed with commercialization of POWERHOUSE™ 3.0, it will receive the additional capital necessary, either from the Investor Notes or an alternative transaction. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017. 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. During the second quarter of 2017, the Company concluded that it was appropriate to classify items in the statement of operations to conform with operating metrics reported to investors and the manner in which management evaluates financial performance and to classify warranty liability separately as current and non-current liabilities. Accordingly, the Company revised the classification of certain items to report items in the statement of operations and balance sheet. These changes in classification did not change the previously reported operating income (loss) in the statement of operations, or cash generated (used) from operations in the statement of cash flows, or operating income (loss) for any business segment. 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 estimates anticipated losses based on the expected collectability of all accounts receivable, taking into account collection history, number of days past due, identification of specific customer exposure and current economic trends. When the Company determines a balance is uncollectible and no longer actively pursues collection of the account, it is written off. The allowance for doubtful accounts was $0.6 million at both December 31, 2017 and 2016. Inventory Inventory consists primarily of solar energy system components (such as solar panels and inverters) located at Company warehouses and its cost is determined by the first-in, first-out ("FIFO") method. The inventory is stated at the lower of cost or net realizable value with 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 at December 31, 2017 and 2016. 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, 2017 and 2016. 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 8. 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 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 5,857,861 and 843,163 shares have been omitted from net loss per share for 2017 and 2016, 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) 2017 2016 Numerator for basic and diluted net loss per share $ (17,700 ) $ (25,328 ) Denominator: Weighted average shares for basic net loss per share 6,950 138 Effect of dilutive securities: Weighted average of common stock, stock options and warrants - - Denominators for diluted net loss per share 6,950 138 Net loss per share—basic and diluted $ (2.55 ) $ (183.53 ) Concentration of Risk The Company did not have any customer who accounted for more than 10% of total accounts receivable as of December 31, 2017 and 2016, nor did it have any customer representing over 10% of sales during 2017 or 2016. 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 four reporting segments: residential solar installations, Sunetric installations, POWERHOUSE™ 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. 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 2018-05 On March 13, 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2018-05 (“ASU 2018-05”), Income Taxes (Topic 740) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ASU 2017-11 On July 13, 2017, the FASB issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception ASU 2017-04 On January 26, 2017, the 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 2016-02 On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (Topic 842), 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 Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date During the second, third and fourth quarters of 2017, we evaluated our contracts with customers and have determined that for the majority of our contracts there will not be any significant change to timing or method of recognizing revenue. As such, we do not believe this new standard will have a material impact on our results of operations, financial condition or cash flows. The Company adopted the new standard as of January 1, 2018, and utilized the modified retrospective method, which requires a disclosure of the nature of and reason for the change in accounting principle. In the year of adoption, the Company must also disclose the amount by which each financial statement line item is affected in the current year as a result of applying the revenue standard and a qualitative explanation of the significant changes between the reported results under the revenue standard and the previous revenue guidance. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 2016 Buildings and leasehold improvements 441 195 Furniture, fixtures and equipment 1,811 1,369 Software 2,135 1,491 Vehicles and machinery 1,044 707 Total property and equipment 5,431 3,762 Accumulated depreciation and amortization (4,275 ) (3,142 ) Total property and equipment, net $ 1,156 $ 620 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | 4. Related Parties On May 23, 2017, the Company entered into an agreement with Mobomo, LLC (“Mobomo”) pursuant to the design and development of intellectual property at a cost of $0.5 million. The intellectual property consisted of an integrated mobile phone application and the new RGS 365™ customer portal. As of December 31, 2017, the Company has an accrued expense of $0.1 million for the remaining payment. Mobomo’s Chief Executive Officer Brian Lacey is the son of the Company’s CEO Dennis Lacey. The Company approved the agreement in accordance with its related-party transaction policy. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. 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, 2017: Future Minimum (in thousands) Lease Payments 2018 $ 929 2019 850 2020 506 2021 439 2022 and thereafter 112 Total minimum lease payments $ 2,836 The Company incurred office and warehouse rent expense of $0.7 million and $0.8 million for the years ended December 31, 2017 and 2016, respectively. The Company incurred automobile lease expense of $0.4 million and $0.3 million for the years ended December 31, 2017 and 2016, 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. As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the first quarter of 2017, on February 16, 2017, Alpha Capital Anstalt (“Alpha”), an investor in the Company’s February 7, 2017 public offering of common stock and warrants, filed a lawsuit against Roth Capital Partners, LLC, the Company’s investment banking firm in the offering, and the Company in U.S. District Court for the Southern District of New York. Alpha’s lawsuit initially alleged that the registration statement for the February 7, 2017 offering contained material misstatements or omissions and that the Company had breached contractual obligations owed to Alpha. Alpha seeks unspecified monetary damages, rescission and other unspecified relief in the lawsuit. The Company disputes Alpha’s allegations and is vigorously defending the lawsuit. Under local court rules, the Company filed a letter motion seeking permission to file a motion to dismiss the claims related to the alleged misstatements and omissions in the complaint. On May 12, 2017, Alpha filed an amended complaint removing the securities and fraud-related claims and leaving only breach of contract claims against the Company. Because the Company has been unwilling to entertain settlement discussions, Alpha has recently deposed members of the Company and the Company’s legal team that represented the Company in the offering. The discovery period of the suit has ended and the Company filed a motion for summary judgment on February 23, 2018, based in part on Alpha’s lack of damages. On September 29, 2017, Dow awarded the Company a world-wide exclusive license for the POWERHOUSE™ in-roof solar shingle. Under terms of the License, RGS has agreed to a license fee of $3 million, of which $1 million was paid in connection with the Effective Date and the remaining $2 million will become a liability in the future upon obtaining UL Certification and payable within 30 days thereafter. On January 2, 2018, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Iroquois Capital Management LLC, Iroquois Master Fund LTD, Iroquois Capital Investment Group LLC, Richard Abbe and Kimberly Page (collectively, “Iroquois Capital”), wherein Iroquois Capital has agreed to (i) immediately terminate, and cease any and all solicitation and other efforts with respect to, the solicitation of proxies in opposition to the Company’s proposals for the 2017 annual meeting of shareholders, (ii) withdraw (and not resubmit) Iroquois’ proxy statement in opposition to the Company’s proposals for the 2017 annual meeting of shareholders, and (iii) promptly notify the staff of the Securities and Exchange Commission in writing that it is terminating the solicitation of proxies in opposition to the Company’s proposals for the 2017 annual meeting of shareholders. Pursuant to the Cooperation Agreement, the Company issued to Iroquois Master Fund LTD and Iroquois Capital Investment Group LLC, 456,000 and 144,000 unregistered and restricted shares of Class A common stock respectively as reimbursement for expenses incurred in connection with the 2017 annual meeting of shareholders and the negotiation, execution and effectuation of the Cooperation Agreement. The Company has recognized $0.8 million of consideration to be transferred in the Equity section of the Balance Sheet and recorded a like amount as a loss on settlement in the Statement of Operations, resulting in zero impact to shareholders’ equity at December 31, 2017. See Note 12. Subsequent Events for further detail. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | 6. Shareholders’ Equity April 2016 Convertible Note Offering In connection with the issuance of the 2016 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. January 2017 Reverse Stock Split On January 25, 2017, the Company executed a reverse stock split of all outstanding shares of the Company’s Class A common stock at a ratio of one-for-thirty, whereby thirty shares of Class A common stock were combined into one share of Class A common stock. The reverse split was previously authorized by a vote of the Company’s shareholders on January 23, 2017. The Company did not decrease its authorized shares of capital stock in connection with the reverse stock split. Share amounts are presented to reflect the reverse split for all periods. 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. January 2018 Offering On January 4, 2018, the Company closed a registered offering and concurrent private placement with one institutional and accredited investor in which the Company issued and sold to the Investor (i) 800,000 shares of Class A common stock, (ii) a prepaid Series P Warrant to purchase 800,000 shares of Class A common stock, and (iii) a Series O Warrant to purchase 1,600,000 shares of Class A common stock pursuant to the terms of the Securities Purchase Agreement, dated as of January 2, 2018, between the Company and the investor. The investor paid $1.15 per share of Class A common stock and $1.14 per share of Class A common stock underlying the Series P Warrant for aggregate gross proceeds of approximately $1.8 million. The Company received net proceeds of approximately $1.5 million at the closing. Amendment to 2008 Long-Term Incentive Plan On February 8, 2018, the Company held its 2017 annual meeting of shareholders, at which the Company’s shareholders approved an amendment and restatement of the Real Goods Solar, Inc. 2008 Long-Term Incentive Plan (the “Plan”) to (a) increase the maximum number of shares of the Company’s Class A common stock that may be issued or subject to awards under the Plan, (b) increase the number of shares of Class A common stock that a plan participant may receive during any fiscal year, (c) eliminate the Company’s ability to reprice outstanding awards without shareholder approval, (d) prohibit the payment of dividends or dividend equivalents on unvested equity awards, (e) eliminate the Company’s discretion to accelerate the vesting of outstanding equity awards, except under certain limited circumstances, and (f) institute a one-year minimum vesting schedule applicable to at least 95% of equity awards issued under the Plan. Following the amendments to the Plan, up to an aggregate of 1,300,000 shares of Class A common stock are authorized for issuance under the Plan and no participant may receive awards for more than 500,000 shares of Class A common stock in any one fiscal year. 2018 Convertible Note Offering On March 30, 2018, the Company entered into a Securities Purchase Agreement with two unaffiliated institutional and accredited investors for a private placement (the "2018 Offering") of up to $10.75 million in principal amount and $10 million funding amount (reflecting $750,000 of original issue discount) of Senior Convertible Notes (the "2018 Notes"), and Series Q Warrants to purchase 9,270,457 shares of Class A Common Stock . The closing of the 2018 Offering is subject to customary closing conditions. The 2018 Offering may result in gross proceeds of $10.0 million, before placement agent fees and other expenses associated with the transaction. The Company will receive $5 million of the proceeds from the sale of the 2018 Notes at closing. The Company also will receive a secured promissory note from each investor, in a combined aggregate amount of $5 million (each, an “Investor Note”), secured by cash and/or securities held in investor accounts. The Company will issue Series A Notes and Series B Notes in the transaction. The aggregate principal amount of the Series A Notes will be $5,750,000 and the Series B Notes will be $5,000,000. All of the aggregate principal amount of the Series B Notes will constitute Restricted Principal (as defined in the Series B Notes). If an investor prepays any amount under such Investor’s Investor Note, an equal amount of the Restricted Principal becomes unrestricted principal under such Investor’s Series B Note. In lieu of initially receiving any original issue discount on the Series B Notes, the Series B Notes will accrue an “Additional OID Amount” (as defined in the Series B Notes) based upon the portion of the principal of the Series B Notes that becomes unrestricted from time to time, pro rata, which, in the aggregate would result in up to $750,000 of Additional OID Amount payable under the Series B Notes if all of the principal under the Series B Notes becomes unrestricted. The Company will not be not required to amortize the 2018 Notes. All amounts owed under the 2018 Notes will mature and come due upon maturity. The 2018 Notes will not incur interest other than upon the occurrence of an event of default, in which case the 2018 Notes bear interest at 18% per year. The 2018 Notes will be convertible at any time, at the option of the holder, into shares of Class A common stock at a conversion price. The initial fixed conversion price will be $1.2045 per share (which was above the closing bid price of our Class A common stock immediately before executing the Securities Purchase Agreement), subject to adjustment for stock splits, stock dividends and similar events. A holder may not convert a 2018 Note and the Company may not issue shares of Class A common stock upon conversion of a 2018 Note, if, after giving effect to the conversion, a holder together with is “attribution parties,” would beneficially own in excess of 4.99 or 9.99%, as elected by each investor at closing, of the outstanding shares of the Company’s Class A common stock. At each holder’s option, the cap may be increased or decrease to any other percentage not in excess of 9.99%, except that any increase will not be effective until the 61st day after notice to the Company. The Securities Purchase Agreement requires the Company to hold a shareholders’ meeting before June 30, 2018 to seek approval of the issuance of shares of Class A Common Stock upon conversion of the 2018 Notes and exercise of the Series Q Warrants at conversion and exercise prices below the market price of its Class A common stock at the time of entering into the Securities Purchase Agreement, in compliance with Nasdaq Marketplace Rules. If, despite the Company’s reasonable best efforts such shareholder approval is not obtained at such shareholders’ meeting, the Company is obligated to hold recurring shareholders’ meeting until such shareholder approval is obtained. There can be no assurance that the Company will be successful in obtaining such shareholder approval. If the Company receives such shareholder approval, the conversion price of the 2018 Notes and exercise price of the Series Q Warrants would be subject to potential reduction and resets in the future, for example, upon the future issuance of securities (e.g. full-ratchet anti-dilution protection) and the occurrence of certain events. In addition, if the Company receives such shareholder approval, following an event of default, holders of 2018 Note holders would be permitted to convert their 2018 Notes at an “Alternate Conversion Price” and at a 125% premium in an “Alternate Conversions” (each term, as defined in the 2018 Notes). The Company may at any time, subject to Nasdaq’s approval and with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce the conversion price of the 2018 Notes and exercise price of the Series Q Warrants to any amount and for any period of time deemed appropriate by its board of directors after obtaining such shareholder approval. Some of the provisions providing for reduction and reset of the conversion price of the 2018 Notes and exercise price of the Series Q Warrants are subject to a floor price, such that the adjusted conversion price or exercise price, as applicable, can never be below $0.97. The Company will have the right to require mandatory conversion of the 2018 Notes if the volume-weighted average price of its Class A common stock for 10 consecutive trading days exceeds 200% of the conversion price, subject to certain “Equity Conditions” (as defined in the 2018 Notes). One of the equity conditions is that the Company has obtained the shareholder approval discussed above. The Company also has the right to redeem all, but not less than all, 2018 Notes for cash at 120% or 125% (depending on when it occurs) of the amount outstanding, subject to certain Equity Conditions. A holder of a 2018 Note may require use to redeem such note for cash at a 125% premium in connection with a transaction that results in a “Change of Control” (as defined in the 2018 Notes) and upon the occurrence of an event of default. The terms of the 2018 Notes prohibits the Company from entering into a “fundamental transaction” (as defined in the 2018 Notes) unless the successor entity, which must be a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market (as defined in the 2018 Notes), assumes all of the Company’s obligations under the 2018 Notes and the other transaction documents in a written agreement approved by each Note holder. The definition of “fundamental transactions” includes, but is not limited to, mergers, a sale of all or substantially all of the Company’s assets, certain tender offers and other transactions that result in a change of control. The 2018 Notes will contain customary events of default, the occurrence of which triggers default interest and causes a failure of Equity Conditions, which may mean that the Company will be unable to force mandatory conversion of the 2018 Notes and that investors may not be required to prepay the Investor Notes under a mandatory prepayment event. The 2018 Notes will contain negative and affirmative covenants, including a requirement that the Company on a quarterly basis has available cash of at least $750,000. Each investor may voluntarily prepay such investor’s Investor Note, in whole or in part, without premium or penalty at any time. The Investor Notes will also be subject to mandatory prepayment, in whole or in part, upon the occurrence of (i) conversion of Restricted Principal under an investor’s Series B Note, and (ii) on the 45th day after the earlier to occur of (A) the first date on which the U.S. Securities and Exchange Commission declares effective one or more registration statements registering the resale of the shares of Class A common stock underlying the 2018 Notes and the Series Q Warrants, and (B) the first date on which all of such shares of Class A common stock are eligible to be resold by the holders pursuant to Rule 144 promulgated under the Securities Act, subject to (1) certain Equity Conditions, (2) a requirement that the average volume weighted average price of the Class A common stock exceed a specified amount, and (3) that no event of default is then existing and continuing. At the closing of the 2018 Offering, the Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the purchaser of the 2018 Notes under which it will be required, on or before the 30th day after the closing of the 2018 Offering, to file an initial registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares of Class A common stock issuable pursuant to the 2018 Notes and the Series Q Warrants and to use the Company’s reasonable best efforts to have that initial registration statement declared effective within specified deadlines. The Company will be subject to certain monetary penalties, as set forth in the Registration Rights Agreement, if it fails to meet specified filing deadlines, effectiveness deadlines, maintenance requirements, and/or current public information requirements under the Registration Rights Agreement. Employee Option Exercises, Warrant Exercises and Common Stock Reserved for Future Issuances At December 31, 2017, RGS had the following shares of Class A common stock reserved for future issuance: Stock options and grants outstanding under incentive plans 149 Common stock warrants outstanding - derivative liability 43,015 Common stock warrants outstanding - equity security 5,810,846 Total shares reserved for future issuance 5,854,010 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. 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: Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Items Inputs Inputs Balance at December 31, 2017 (in thousands) Total (Level 1) (Level 2) (Level 3) Common stock warrant liability $ 76 - - $ 76 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 value 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, 2017: Embedded Common Stock derivative (in thousands) warrant liability liability Total Fair value of derivative liabilities at December 31, 2016 $ 137 $ 46 $ 183 Change in the fair value of derivative liabilities, net (61 ) (61 ) Adjustment for conversions of Notes (46 ) (46 ) Fair value of derivative liabilities at December 31, 2017 $ 76 $ - $ 76 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 8. Share-Based Compensation At December 31, 2017, 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. In accordance with ASU 2016-09, an entity can make an accounting policy to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. The Company will continue to utilize the 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 table below presents a summary of the Company’s option activity as of December 31, 2017 and changes during the years then ended: Weighted- Average Weighted- Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Yrs) Value Outstanding at January 1, 2016 213 $ 13,711.15 5.0 $ - Granted - - Exercised - - Forfeited or expired (28 ) 1,428.00 Outstanding at December 31, 2016 185 $ 15,736.67 3.3 $ - Exercisable at December 31, 2016 155 $ 17,454.19 3.6 $ - Granted - - Exercised - - Forfeited or expired (36 ) 4,990.00 Outstanding at December 31, 2017 149 $ 18,452.38 2.6 $ - Exercisable at December 31, 2017 141 $ 19,418.30 2.8 $ - The Company did not grant any stock options and cancelled 36 stock options during the year ended December 31, 2017 versus zero grants of stock options and cancellations of 28 stock options during the year ended December 31, 2016. The Company’s share-based compensation cost charged against income for continuing operations was approximately $0.2 million and $0.7 million during the years 2017 and 2016, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes On December 22, 2017, The President of the United States signed the TCJA. The enactment of TCJA requires companies, under Accounting Standards Codification (ASC) 740, Income Taxes, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The TCJA would permanently reduce the maximum corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, and the future benefits of existing deferred tax assets would need to be computed at the new tax rate. In addition to the change in the corporate income tax rate, the TCJA further introduced a number of other changes including a one-time transition tax via a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits; the introduction of a tax on global intangible low-taxed income (“GILTI”) for tax years beginning after December 31, 2017; the limitation of deductible net interest to 30% of adjustable taxable income; the further limitation of the deductibility of share-based compensation of certain highly compensated employees; the ability to elect to accelerate bonus depreciation on certain qualified assets; and the Base Erosion and Anti-Abuse Tax ("BEAT"), amongst other changes The tax effects recorded primarily include an estimate of the impact of the reduction in the U.S. tax rate on our deferred tax assets and liabilities. We consider the amounts recorded to be provisional amounts primarily because we continue to evaluate the tax effects of the 2017 TCJA on the realizability of deferred tax assets and remeasurement of certain temporary differences at the new tax rates and the impact of other retroactive provisions. Additionally, we consider these amounts preliminary as we continue to evaluate the impacts of the 2017 TCJA as we further understand its implications, as well as the related, and yet to be issued, regulator rules, regulations and interpretations. The Company had $0 of income tax expense (benefit) for the years ended December 31, 2017 and December 31, 2016. Variations from the federal statutory rate are as follows: Years ended December 31, (in thousands) 2017 2016 Expected federal income tax expense (benefit) at statutory rate of 35% (6,191 ) (8,845 ) Effect of permanent other differences 142 4,755 Effect of valuation allowance (12,572 ) (1,665 ) Other (1,147 ) 6,173 Impact of change in federal tax rate on deferred tax asset 20,479 - State income tax expense (benefit), net of federal benefit (690 ) (391 ) 21 27 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, 2017 and 2016 are as follows: (in thousands) 2017 2016 Deferred tax assets (liabilities) Current: Provision for doubtful accounts $ 195 $ 220 Inventory-related expense 209 209 Accrued liabilities 444 739 Other 699 863 Total current deferred tax assets 1,547 2,031 Non-current Depreciation and amortization 2,128 3,535 Net operating loss carry-forwards 35,754 46,427 Other 20 28 Total non-current deferred tax assets 37,902 49,990 Valuation allowance (39,449 ) (52,021 ) Total net deferred tax assets $ - $ - At December 31, 2017, RGS had $141 million of federal net operating loss carryforwards expiring, if not utilized, beginning in 2020. Additionally, the Company had $128 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 2017 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 approximately $12.6 million for the year ended December 31, 2017 as a result of its operating loss for the year and the change in the corporate tax rate from the TCJA. The valuation allowance was determined in accordance with the provisions of ASC 740, Income Taxes, which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. Based upon the available objective evidence and the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be realized. At December 31, 2017, the Company has a valuation allowance against its deferred tax assets net of the expected income from the reversal of its deferred tax liabilities. The Company’s predecessor, Real Goods Trading Corporation, was acquired by Gaiam, Inc. (now known as Gaia, Inc. and hereinafter as Gaia) in 2001. Gaia operated Real Goods Trading Corporation essentially as a separate business until 2008 when operations were consolidated into the corporate entity, Real Goods Solar, Inc., upon its formation. Following the Company’s initial public offering, a tax sharing agreement was entered into with Gaia. 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, 2017, utilizing the new federal income tax rate of 21% under the TCJA, the Company estimates that the maximum amount of such distributions to Gaia could aggregate $1.0 million. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 10. 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) 2017 2016 Contract revenue: Residential 12,841 13,333 Sunetric 2,329 4,150 POWERHOUSE™ - - Other 6 - Consolidated contract revenue 15,176 17,483 Operating loss from continuing operations: Residential (6,055 ) (3,346 ) Sunetric (3,045 ) (1,667 ) POWERHOUSE™ (20 ) - Other (8,638 ) (6,523 ) Operating Loss (17,758 ) (11,536 ) Reconciliation of consolidated loss from operations to consolidated net loss: Interest expense - (2,872 ) Derivative and other 170 2,645 Debt accretion expense and loss on extinguishment (486 ) (14,067 ) Gain from discontinued operations, net of tax 374 502 Net loss (17,700 ) (25,328 ) 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) 2017 2016 Total assets – continuing operations: Residential $ 5,877 $ 7,159 Sunetric 2,142 1,196 POWERHOUSE™ 1,140 - Other 3,278 3,857 $ 12,437 $ 12,212 Total assets – discontinued operations: Commercial 1,821 2,161 $ 14,258 $ 14,373 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 11. 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) 2017 2016 Major line items constituting pretax loss of discontinued operations: Contract revenue $ 416 $ 394 Contract expense (income) (41) (90 ) Operating and other expense 72 (50 ) Pretax income from discontinued operations $ 385 534 Income from discontinued operations, net of tax $ 374 $ 502 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: December 31, December 31, (in thousands) 2017 2016 Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 394 $ 536 Costs in excess of billings on uncompleted contracts 62 207 Inventory, net 63 37 Other current assets 723 129 Total major classes of current assets of the discontinued operations 1,242 909 Noncurrent assets: Other noncurrent assets 579 1,252 Total noncurrent assets of discontinued operations 579 1,252 Total assets of the discontinued operations in the balance sheet $ 1,821 $ 2,161 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 270 $ 285 Accrued liabilities 33 523 Deferred revenue and other current liabilities 418 113 Total current liabilities of discontinued operations 721 921 Noncurrent liabilities: Other liabilities 745 761 Total major classes of noncurrent liabilities of the discontinued operations 745 761 Total liabilities of the discontinued operations in the balance sheet $ 1,466 $ 1,682 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Cooperation Agreement On January 2, 2018, the Company entered into the Cooperation Agreement with Iroquois Capital Management LLC, Iroquois Master Fund LTD, Iroquois Capital Investment Group LLC, Richard Abbe and Kimberly Page (collectively, “Iroquois Capital”), wherein Iroquois Capital has agreed to (i) immediately terminate, and cease any and all solicitation and other efforts with respect to, the solicitation of proxies in opposition to the Company’s proposals for the 2017 annual meeting of shareholders, (ii) withdraw (and not resubmit) Iroquois’ proxy statement in opposition to the Company’s proposals for the 2017 annual meeting of shareholders, and (iii) promptly notify the staff of the Securities and Exchange Commission in writing that it is terminating the solicitation of proxies in opposition to the Company’s proposals for the 2017 annual meeting of shareholders. Additionally, at the 2017 annual meeting of shareholders, Iroquois Capital agreed to appear in person or by proxy and vote all shares of the Company’s Class A common stock beneficially owned by Iroquois Capital in favor of (i) the election of the Company’s director nominees, (ii) the approval of an amendment to the Company’s 2008 Long-Term Incentive Plan to increase the number of shares authorized for issuance and the number of shares that a participant may receive in a fiscal year, and (iii) the ratification of the appointment of Moss Adams LLP to audit the Company’s consolidated financial statements for the 2017 fiscal year. Further, at any subsequent shareholders’ meeting during the “standstill period” described below, Iroquois has agreed to vote all shares of the Company’s Class A common stock beneficially owned by Iroquois in favor of the election of director nominees nominated for election by the Company’s board of directors or its Nominating and Corporate Governance Committee and against the removal of any directors whose removal is not recommended by the Company’s board of directors. Under the terms of the Cooperation Agreement, Iroquois Capital has agreed to certain customary standstill provisions with respect to Iroquois Capital’s actions with regard to the Company and its Class A common stock during a “standstill period” commencing on the date of the Cooperation Agreement and ending at 11:59 p.m., Eastern Time, on such date that is 30 calendar days prior to the expiration of the advance notice period for the submission by shareholders of director nominations for consideration at the Company’s 2022 annual meeting of shareholders, as set forth in the advance notice provisions of the Company’s Bylaws. These provisions restrict, among other things, Iroquois’ ability to engage in certain proxy solicitations, make certain shareholder proposals, call meetings of shareholders, obtain representation on the Company’s board of directors, institute litigation against the Company, or remove any of the Company’s directors. Pursuant to the Cooperation Agreement, the Company issued to Iroquois Master Fund LTD and Iroquois Capital Investment Group LLC, 456,000 and 144,000 unregistered and restricted shares of Class A common stock respectively as reimbursement for expenses incurred in connection with the 2017 annual meeting of shareholders and the negotiation, execution and effectuation of the Cooperation Agreement. Further, the Company and Iroquois Capital has agreed to cooperate in good faith to enter into a registration rights agreement, with customary terms reasonably acceptable to the Company, granting to Iroquois Capital piggyback registration rights with respect to the shares of Class A common stock Iroquois Capital has received pursuant to the Cooperation Agreement. As described in Note 5. Commitments and Contingencies, the Company has recognized $0.8 million of consideration to be transferred in the Equity section of the Balance Sheet and recorded a like amount as a loss on settlement in the Statement of Operations, resulting in zero impact to shareholders’ equity at December 31, 2017. See Note 6. Shareholders’ Equity for information regarding the Company’s January 4, 2018 offering, the amendment to the 2008 Long-Term Incentive Plan and the 2018 Offering. The Company has evaluated events up to the filing date of these interim financial statements and determined that, other than what has been disclosed above, no further subsequent event activity required disclosure. |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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. During the second quarter of 2017, the Company concluded that it was appropriate to classify items in the statement of operations to conform with operating metrics reported to investors and the manner in which management evaluates financial performance and to classify warranty liability separately as current and non-current liabilities. Accordingly, the Company revised the classification of certain items to report items in the statement of operations and balance sheet. These changes in classification did not change the previously reported operating income (loss) in the statement of operations, or cash generated (used) from operations in the statement of cash flows, or operating income (loss) for any business segment. |
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 estimates anticipated losses based on the expected collectability of all accounts receivable, taking into account collection history, number of days past due, identification of specific customer exposure and current economic trends. When the Company determines a balance is uncollectible and no longer actively pursues collection of the account, it is written off. The allowance for doubtful accounts was $0.6 million at both December 31, 2017 and 2016. |
Inventory | Inventory Inventory consists primarily of solar energy system components (such as solar panels and inverters) located at Company warehouses and its cost is determined by the first-in, first-out ("FIFO") method. The inventory is stated at the lower of cost or net realizable value with 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 at December 31, 2017 and 2016. |
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, 2017 and 2016. 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 8. 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 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 5,857,861 and 843,163 shares have been omitted from net loss per share for 2017 and 2016, 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) 2017 2016 Numerator for basic and diluted net loss per share $ (17,700 ) $ (25,328 ) Denominator: Weighted average shares for basic net loss per share 6,950 138 Effect of dilutive securities: Weighted average of common stock, stock options and warrants - - Denominators for diluted net loss per share 6,950 138 Net loss per share—basic and diluted $ (2.55 ) $ (183.53 ) |
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, 2017 and 2016, nor did it have any customer representing over 10% of sales during 2017 or 2016. |
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 four reporting segments: residential solar installations, Sunetric installations, POWERHOUSE™ 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. |
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 2018-05 On March 13, 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2018-05 (“ASU 2018-05”), Income Taxes (Topic 740) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ASU 2017-11 On July 13, 2017, the FASB issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception ASU 2017-04 On January 26, 2017, the 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 2016-02 On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (Topic 842), 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 Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date During the second, third and fourth quarters of 2017, we evaluated our contracts with customers and have determined that for the majority of our contracts there will not be any significant change to timing or method of recognizing revenue. As such, we do not believe this new standard will have a material impact on our results of operations, financial condition or cash flows. The Company adopted the new standard as of January 1, 2018, and utilized the modified retrospective method, which requires a disclosure of the nature of and reason for the change in accounting principle. In the year of adoption, the Company must also disclose the amount by which each financial statement line item is affected in the current year as a result of applying the revenue standard and a qualitative explanation of the significant changes between the reported results under the revenue standard and the previous revenue guidance. |
Significant Accounting Polici20
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 2016 Numerator for basic and diluted net loss per share $ (17,700 ) $ (25,328 ) Denominator: Weighted average shares for basic net loss per share 6,950 138 Effect of dilutive securities: Weighted average of common stock, stock options and warrants - - Denominators for diluted net loss per share 6,950 138 Net loss per share—basic and diluted $ (2.55 ) $ (183.53 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment stated at lower of cost or estimated fair value | (in thousands) 2017 2016 Buildings and leasehold improvements 441 195 Furniture, fixtures and equipment 1,811 1,369 Software 2,135 1,491 Vehicles and machinery 1,044 707 Total property and equipment 5,431 3,762 Accumulated depreciation and amortization (4,275 ) (3,142 ) Total property and equipment, net $ 1,156 $ 620 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Future Minimum (in thousands) Lease Payments 2018 $ 929 2019 850 2020 506 2021 439 2022 and thereafter 112 Total minimum lease payments $ 2,836 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 149 Common stock warrants outstanding - derivative liability 43,015 Common stock warrants outstanding - equity security 5,810,846 Total shares reserved for future issuance 5,854,010 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of assets and liabilities measured on recurring basis | Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Items Inputs Inputs Balance at December 31, 2017 (in thousands) Total (Level 1) (Level 2) (Level 3) Common stock warrant liability $ 76 - - $ 76 |
Schedule of reconciliation of common stock warrant liability measured at fair value on recurring basis | Embedded Common Stock derivative (in thousands) warrant liability liability Total Fair value of derivative liabilities at December 31, 2016 $ 137 $ 46 $ 183 Change in the fair value of derivative liabilities, net (61 ) (61 ) Adjustment for conversions of Notes (46 ) (46 ) Fair value of derivative liabilities at December 31, 2017 $ 76 $ - $ 76 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of summary of our option activity | Weighted- Average Weighted- Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Yrs) Value Outstanding at January 1, 2016 213 $ 13,711.15 5.0 $ - Granted - - Exercised - - Forfeited or expired (28 ) 1,428.00 Outstanding at December 31, 2016 185 $ 15,736.67 3.3 $ - Exercisable at December 31, 2016 155 $ 17,454.19 3.6 $ - Granted - - Exercised - - Forfeited or expired (36 ) 4,990.00 Outstanding at December 31, 2017 149 $ 18,452.38 2.6 $ - Exercisable at December 31, 2017 141 $ 19,418.30 2.8 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of variations from the federal statutory rate | Years ended December 31, (in thousands) 2017 2016 Expected federal income tax expense (benefit) at statutory rate of 35% (6,191 ) (8,845 ) Effect of permanent other differences 142 4,755 Effect of valuation allowance (12,572 ) (1,665 ) Other (1,147 ) 6,173 Impact of change in federal tax rate on deferred tax asset 20,479 - State income tax expense (benefit), net of federal benefit (690 ) (391 ) 21 27 |
Schedule of temporary differences between the carrying amounts of assets and liabilities | (in thousands) 2017 2016 Deferred tax assets (liabilities) Current: Provision for doubtful accounts $ 195 $ 220 Inventory-related expense 209 209 Accrued liabilities 444 739 Other 699 863 Total current deferred tax assets 1,547 2,031 Non-current Depreciation and amortization 2,128 3,535 Net operating loss carry-forwards 35,754 46,427 Other 20 28 Total non-current deferred tax assets 37,902 49,990 Valuation allowance (39,449 ) (52,021 ) Total net deferred tax assets $ - $ - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of reconciliation of reportable segments' income (loss) from operations | (in thousands) 2017 2016 Contract revenue: Residential 12,841 13,333 Sunetric 2,329 4,150 POWERHOUSE™ - - Other 6 - Consolidated contract revenue 15,176 17,483 Operating loss from continuing operations: Residential (6,055 ) (3,346 ) Sunetric (3,045 ) (1,667 ) POWERHOUSE™ (20 ) - Other (8,638 ) (6,523 ) Operating Loss (17,758 ) (11,536 ) Reconciliation of consolidated loss from operations to consolidated net loss: Interest expense - (2,872 ) Derivative and other 170 2,645 Debt accretion expense and loss on extinguishment (486 ) (14,067 ) Gain from discontinued operations, net of tax 374 502 Net loss (17,700 ) (25,328 ) |
Schedule of reconciliation of reportable segments' assets to the company's consolidated total assets | (in thousands) 2017 2016 Total assets – continuing operations: Residential $ 5,877 $ 7,159 Sunetric 2,142 1,196 POWERHOUSE™ 1,140 - Other 3,278 3,857 $ 12,437 $ 12,212 Total assets – discontinued operations: Commercial 1,821 2,161 $ 14,258 $ 14,373 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 2016 Major line items constituting pretax loss of discontinued operations: Contract revenue $ 416 $ 394 Contract expense (income) (41) (90 ) Operating and other expense 72 (50 ) Pretax income from discontinued operations $ 385 534 Income from discontinued operations, net of tax $ 374 $ 502 |
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 | December 31, December 31, (in thousands) 2017 2016 Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 394 $ 536 Costs in excess of billings on uncompleted contracts 62 207 Inventory, net 63 37 Other current assets 723 129 Total major classes of current assets of the discontinued operations 1,242 909 Noncurrent assets: Other noncurrent assets 579 1,252 Total noncurrent assets of discontinued operations 579 1,252 Total assets of the discontinued operations in the balance sheet $ 1,821 $ 2,161 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 270 $ 285 Accrued liabilities 33 523 Deferred revenue and other current liabilities 418 113 Total current liabilities of discontinued operations 721 921 Noncurrent liabilities: Other liabilities 745 761 Total major classes of noncurrent liabilities of the discontinued operations 745 761 Total liabilities of the discontinued operations in the balance sheet $ 1,466 $ 1,682 |
Principles of Consolidation, 29
Principles of Consolidation, Organization and Nature of Operations (Detail Textuals) | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||
Mar. 30, 2018USD ($) | Sep. 29, 2017USD ($)Megawatt | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Mar. 29, 2018shares | |
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Proceeds from convertible debt | $ 8,929,000 | ||||
Accumulated deficit | $ (182,782,000) | $ (200,482,000) | |||
Subsequent events | Private Placement | Senior Secured Convertible Notes | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Principal amount of notes issued | $ 5,000,000 | ||||
Subsequent events | Private Placement | Senior Secured Convertible Notes | Unaffiliated institutional investors | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Principal amount of notes issued | 10,750,000 | ||||
Proceeds from convertible debt | 10,000,000 | ||||
Proceeds from sale of notes at closing of offering | $ 5,000,000 | ||||
Powerhouse License Agreement | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Sell minimum quantity of solar within 5 - years | Megawatt | 50 | ||||
License fee | $ 3,000,000 | ||||
Royalty fee percentage | 2.50% | ||||
License fee due with the effective date of agreement | $ 1,000,000 | ||||
License fee due with in 30 days after receiving UL Certification | 2,000,000 | ||||
Payment for license fee | $ 2,000,000 | ||||
Trademark License Agreement | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Cost of transfer title of agreement | $ 1 | ||||
Securities Purchase Agreement | Subsequent events | Class A common stock | Series Q Warrants | |||||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||||
Number of shares called by warrants | shares | 9,270,457 |
Significant Accounting Polici30
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, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Numerator for basic and diluted net loss per share | $ (17,700) | $ (25,328) |
Denominator: | ||
Weighted average shares for basic net loss per share | 6,950 | 138 |
Effect of dilutive securities: | ||
Weighted average of common stock, stock options and warrants | 0 | 0 |
Denominators for diluted net loss per share | 6,950 | 138 |
Net loss per share - basic and diluted (in dollars per share) | $ (2.55) | $ (183.53) |
Significant Accounting Polici31
Significant Accounting Policies (Detail Textuals) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)Segmentshares | Dec. 31, 2016USD ($)shares | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0.6 | $ 0.6 |
Reserve for obsolete or slow moving inventory | $ 0.5 | $ 0.5 |
Estimated useful lives of property and equipment | three to twenty years | |
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 | 5,857,861 | 843,163 |
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, 2017 and 2016, nor did it have any customer representing over 10% of sales during 2017 or 2016. | |
Number of reporting segments | Segment | 4 | |
Lease term percentage upon useful life | 75.00% | |
Present value of minimum lease payments | 90.00% | |
Maximum remaining lease term of sales type lease | 20 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,431 | $ 3,762 |
Accumulated depreciation and amortization | (4,275) | (3,142) |
Total property and equipment, net | 1,156 | 620 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 441 | 195 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,811 | 1,369 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,135 | 1,491 |
Vehicles and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,044 | $ 707 |
Related Parties (Detail Textual
Related Parties (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | ||
May 23, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Accrued expense | $ 1,441 | $ 1,362 | |
Mobomo, LLC ("Mobomo") | Intellectual property | |||
Related Party Transaction [Line Items] | |||
Intellectual property cost | $ 500 |
Commitments and Contingencies -
Commitments and Contingencies - Remaining future minimum payments of all leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 929 |
2,019 | 850 |
2,020 | 506 |
2,021 | 439 |
2022 and thereafter | 112 |
Total minimum lease payments | $ 2,836 |
Commitments and Contingencies35
Commitments and Contingencies (Detail Textuals) - USD ($) $ in Thousands | Jan. 02, 2018 | Sep. 29, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Line Items] | ||||
Operating lease termination date | August 2,020 | |||
Office and warehouse rent expense | $ 700 | $ 800 | ||
Automobile lease expense | 400 | 300 | ||
Legal expenses related to subpoena | 327 | $ 24 | ||
Consideration to be transferred in the Equity | $ 810 | |||
Subsequent events | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Consideration to be transferred in the Equity | $ 800 | |||
Powerhouse License Agreement | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
License fee | $ 3,000 | |||
License fee due with the effective date of agreement | 1,000 | |||
License fee due with in 30 days after receiving UL Certification | $ 2,000 | |||
Cooperation Agreement | Subsequent events | Iroquois Master Fund LTD | Class A common stock | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Number of unregistered and restricted shares | 456,000 | |||
Cooperation Agreement | Subsequent events | Iroquois Capital Investment Group LLC | Class A common stock | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Number of unregistered and restricted shares | 144,000 | |||
Minimum | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Operating leases, renewal options | 1 month | |||
Maximum | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Operating leases, renewal options | 5 years | |||
Operating lease, lease term | 5 years |
Shareholders' Equity - Original
Shareholders' Equity - Original assumptions for Series G And H Warrants issued (Details) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Series H Warrant | 2016 Convertible Preferred Stock offering | |
Shareholders Equity [Line Items] | |
Exercise Price (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 (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, 2017shares |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 5,854,010 |
Common stock warrants outstanding | Derivative liability | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 43,015 |
Common stock warrants outstanding | Equity security | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 5,810,846 |
Stock options and grants outstanding under incentive plans | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 149 |
Shareholders' Equity (Detail Te
Shareholders' Equity (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Jan. 04, 2018 | Jan. 02, 2018 | Feb. 09, 2017 | Feb. 06, 2017 | Dec. 13, 2016 | Sep. 14, 2016 | Apr. 01, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Shareholders Equity [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 16,029 | $ 3,565 | |||||||
Debt accretion expense and loss on extinguishment | $ (486) | (2,831) | |||||||
Common stock shares reserved | 5,854,010 | ||||||||
Change in fair value of derivative liabilities and loss on debt extinguishment | $ 316 | $ 11,395 | |||||||
December 2016 Common Stock Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Purchase price of units per share (in dollars per share) | $ 6.60 | ||||||||
6 February, 2017 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Net proceeds from offering | $ 10,500 | ||||||||
6 February, 2017 Offering | February 6 Primary Units | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of units issued | 2,096,920 | ||||||||
Purchase price of units per share (in dollars per share) | $ 3.10 | ||||||||
6 February, 2017 Offering | February 6 Alternative Units | |||||||||
Shareholders Equity [Line Items] | |||||||||
Purchase price of units per share (in dollars per share) | $ 3.09 | ||||||||
9 February, 2017 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Net proceeds from offering | $ 5,500 | ||||||||
Number of units issued | 1,650,000 | ||||||||
9 February, 2017 Offering | February 9 Primary Units | |||||||||
Shareholders Equity [Line Items] | |||||||||
Exercise Price (in dollars per share) | $ 2.50 | ||||||||
Number of units issued | 1,650,000 | ||||||||
9 February, 2017 Offering | February 9 Alternative Units | |||||||||
Shareholders Equity [Line Items] | |||||||||
Exercise Price (in dollars per share) | $ 2.49 | ||||||||
Number of units issued | 750,000 | ||||||||
Private Placement | Subsequent events | Unaffiliated institutional investors | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of Class A common stock issue and sold | 800,000 | ||||||||
Series K Warrant | 6 February, 2017 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 3,710,000 | ||||||||
Series M Warrant | 9 February, 2017 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 1,800,000 | ||||||||
Series P Warrant | Subsequent events | Unaffiliated institutional investors | Cooperation Agreement | |||||||||
Shareholders Equity [Line Items] | |||||||||
Common stock per share | $ 1.15 | ||||||||
Purchase price of units per share (in dollars per share) | $ 1.14 | ||||||||
Amount of gross proceeds | $ 1,800 | ||||||||
Amount of net proceeds | $ 1,500 | ||||||||
Class A common stock | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of common stock issued | 970 | ||||||||
Value of common stock issued | $ 4,070 | ||||||||
Class A common stock | December 2016 Common Stock Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of common stock issued | 616,667 | ||||||||
Net proceeds from offering | $ 3,600 | ||||||||
Class A common stock | 6 February, 2017 Offering | |||||||||
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 | 6 February, 2017 Offering | February 6 Alternative Units | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of units issued | 1,613,080 | ||||||||
Class A common stock | 9 February, 2017 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 6,000 | ||||||||
Percentage of warrants to purchase common stock | 75.00% | ||||||||
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] | |||||||||
Fair value of warrants issued | $ 2,500 | ||||||||
Number of shares called by warrants | 9,710 | ||||||||
Class A common stock | Series H Warrant | 2016 Convertible Preferred Stock offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Fair value of warrants issued | $ 1,100 | ||||||||
Number of shares called by warrants | 16,970 | ||||||||
Class A common stock | Series I Warrant | December 2016 Common Stock Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Exercise Price (in dollars per share) | $ 10.50 | ||||||||
Number of shares called by warrants | 616,667 | ||||||||
Class A common stock | Series K Warrant | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 3,710,000 | ||||||||
Class A common stock | Series N Warrant | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 750,000 | ||||||||
Class A common stock | Series N Warrant | 9 February, 2017 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 750,000 | ||||||||
Class A common stock | Series M Warrant | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 1,800,000 | ||||||||
Class A common stock | Series M Warrant | 9 February, 2017 Offering | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 750,000 | ||||||||
Class A common stock | Series P Warrant | Private Placement | Subsequent events | Unaffiliated institutional investors | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 800,000 | ||||||||
Class A common stock | Series O Warrant | Private Placement | Subsequent events | Unaffiliated institutional investors | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of shares called by warrants | 1,600,000 |
Shareholders' Equity (Detail 39
Shareholders' Equity (Detail Textuals 1) | Feb. 08, 2018shares | Mar. 31, 2018USD ($)Trading_Day$ / shares | Mar. 30, 2018USD ($)Investor$ / shares | Dec. 31, 2016USD ($) | Mar. 29, 2018shares |
Shareholders Equity [Line Items] | |||||
Proceeds from convertible debt | $ 8,929,000 | ||||
Subsequent events | Securities Purchase Agreement | |||||
Shareholders Equity [Line Items] | |||||
Number of unaffiliated institutional investors | Investor | 2 | ||||
Subsequent events | Amendment To 2008 Long Term Incentive Plan | |||||
Shareholders Equity [Line Items] | |||||
Minimum vesting schedule for equity awards issued | 1 year | ||||
Minimum vesting percentage of equity awards issued | 95.00% | ||||
Subsequent events | Senior Secured Convertible Notes | |||||
Shareholders Equity [Line Items] | |||||
Debt default, amount outstanding | $ 750,000 | ||||
Private Placement | Subsequent events | |||||
Shareholders Equity [Line Items] | |||||
Percentage of premium on alternate conversion | 125.00% | ||||
Available cash requirement on quarterly basis | $ 750,000 | ||||
Private Placement | Subsequent events | Senior Secured Convertible Notes | |||||
Shareholders Equity [Line Items] | |||||
Principal amount of notes issued | 5,000,000 | ||||
Private Placement | Subsequent events | Series A 2018 convertible note offering | |||||
Shareholders Equity [Line Items] | |||||
Proceeds from convertible debt | 5,750,000 | ||||
Additional OID Amount payable | $ 750,000 | ||||
Minimum threshold limit for percentage of conversion on outstanding common stock shares | 4.99% | ||||
Maximum threshold limit for percentage of conversion on outstanding common stock shares | 9.99% | ||||
Private Placement | Subsequent events | Series B 2018 convertible note offering | |||||
Shareholders Equity [Line Items] | |||||
Proceeds from convertible debt | 5,000,000 | ||||
Private Placement | Subsequent events | Unaffiliated institutional investors | Senior Secured Convertible Notes | |||||
Shareholders Equity [Line Items] | |||||
Principal amount of notes issued | 10,750,000 | ||||
Proceeds from original issue discount ("OID") | 750,000 | ||||
Proceeds from convertible debt | 10,000,000 | ||||
Proceeds from sale of notes at closing of offering | 5,000,000 | ||||
Proceeds from promissory notes secured by cash and securities held in escrow | $ 5,000,000 | ||||
Percentage of interest rates | 18.00% | ||||
Class A common stock | Subsequent events | Amendment To 2008 Long Term Incentive Plan | |||||
Shareholders Equity [Line Items] | |||||
Maximum number of shares authorized to be granted | shares | 1,300,000 | ||||
Maximum shares available for grant to participant | shares | 500,000 | ||||
Class A common stock | Private Placement | Subsequent events | Senior Secured Convertible Notes | |||||
Shareholders Equity [Line Items] | |||||
Initial fixed conversion price | $ / shares | $ 1.2045 | ||||
Threshold percentage of stock price trigger | 75.00% | ||||
Threshold consecutive trading days | Trading_Day | 10 | ||||
Stock price trigger, per share amount | $ / shares | $ 0.97 | ||||
Threshold percentage of stock subject to volume weighted average price | 200.00% | ||||
Threshold number of specified trading days | Trading_Day | 10 | ||||
Maximum threshold percentage of notes that acquired for cash | 125.00% | ||||
Minimum threshold percentage of notes that acquired for cash | 120.00% | ||||
Percentage of notes convertible in excess of outstanding shares of common stock | 9.99% | ||||
Class A common stock | Series Q Warrants | Subsequent events | Securities Purchase Agreement | |||||
Shareholders Equity [Line Items] | |||||
Shares issued upon exercise of warrants | shares | 9,270,457 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 76 | $ 137 |
Recurring basis | Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 76 | |
Recurring basis | Total | 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 | 0 | |
Recurring basis | Total | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 0 | |
Recurring basis | Total | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 76 |
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) - Estimate of Fair Value Measurement [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of derivative liabilities at December 31, 2016 | $ 183 |
Change in the fair value of derivative liabilities, net | (61) |
Adjustment for conversions of Notes | (46) |
Fair value of derivative liabilities at December 31, 2017 | 76 |
Common stock warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of derivative liabilities at December 31, 2016 | 137 |
Change in the fair value of derivative liabilities, net | (61) |
Adjustment for conversions of Notes | 0 |
Fair value of derivative liabilities at December 31, 2017 | 76 |
Embedded derivative liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of derivative liabilities at December 31, 2016 | 46 |
Change in the fair value of derivative liabilities, net | 0 |
Adjustment for conversions of Notes | (46) |
Fair value of derivative liabilities at December 31, 2017 | $ 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Options Activity (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | |||
Outstanding at January 1 | 185 | 213 | 0 |
Granted | 0 | 0 | |
Exercised | 0 | 0 | |
Forfeited or expired | (36) | (28) | |
Outstanding at December 31 | 149 | 185 | 213 |
Number of Shares Exercisable, Ending Balance | 141 | 155 | |
Weighted Average Exercise Price | |||
Outstanding at January 1 | $ 15,736.67 | $ 13,711.15 | |
Granted | 0 | 0 | |
Exercised | 0 | 0 | |
Forfeited or expired | 4,990 | 1,428 | |
Outstanding at December 31 | 18,452.38 | 15,736.67 | $ 13,711.15 |
Exercisable at December 31 | $ 19,418.30 | $ 17,454.19 | |
Weighted Average Remaining Contractual Term (Yrs) | |||
Outstanding as of end of year | 2 years 7 months 6 days | 3 years 3 months 18 days | 5 years |
Exercisable as of end of year | 2 years 9 months 18 days | 3 years 7 months 6 days | |
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 0 | |
Exercisable | $ 0 | $ 0 |
Share-Based Compensation (Detai
Share-Based Compensation (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option valuation method used | Black-Scholes option-pricing model | |
Share-based compensation expense | $ 249 | $ 708 |
Stock options cancelled | 36 | 28 |
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 | |
Number of shares granted expired | 7 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax expense (benefit) at statutory rate of 35% | $ (6,191) | $ (8,845) |
Effect of permanent other differences | 142 | 4,755 |
Effect of valuation allowance | (12,572) | (1,665) |
Other | (1,147) | 6,173 |
Impact of change in federal tax rate on deferred tax asset | 20,479 | 0 |
State income tax expense (benefit), net of federal benefit | (690) | (391) |
Total | $ 21 | $ 27 |
Income Taxes (Parentheticals) (
Income Taxes (Parentheticals) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income tax rate | 35.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current: | ||
Provision for doubtful accounts | $ 195 | $ 220 |
Inventory-related expense | 209 | 209 |
Accrued liabilities | 444 | 739 |
Other | 699 | 863 |
Total current deferred tax assets | 1,547 | 2,031 |
Non-current | ||
Depreciation and amortization | 2,128 | 3,535 |
Net operating loss carry-forwards | 35,754 | 46,427 |
Other | 20 | 28 |
Total non-current deferred tax assets | 37,902 | 49,990 |
Valuation allowance | (39,449) | (52,021) |
Total net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 35.00% | |
Corporate income tax rate effective in 2018 | 21.00% | |
Adjustable taxable income, deductible net interest percentage | 30.00% | |
Federal income tax expense (benefit) | $ 0 | $ 0 |
Federal net operating loss carryforwards | 141,000,000 | |
State net operating loss carryforwards | $ 128,000,000 | |
Federal and state operating loss carry forwards expiration year | 2,020 | |
Amount of decrease in valuation allowance | $ 12,600,000 | |
Estimated maximum amount of distributions to Gaiam | $ 1,000,000 |
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, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | $ 15,176 | $ 17,483 |
Operating Loss | (17,758) | (11,536) |
Reconciliation of consolidated loss from operations to consolidated net loss: | ||
Interest expense | (2,872) | |
Derivative and other | 170 | 2,645 |
Debt accretion expense and loss on extinguishment | (486) | (14,067) |
Gain from discontinued operations, net of tax | 374 | 502 |
Net loss | (17,700) | (25,328) |
Residential | ||
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | 12,841 | 13,333 |
Operating Loss | (6,055) | (3,346) |
Sunetric | ||
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | 2,329 | 4,150 |
Operating Loss | (3,045) | (1,667) |
POWERHOUSE | ||
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | 0 | 0 |
Operating Loss | (20) | 0 |
Other | ||
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | 6 | 0 |
Operating Loss | $ (8,638) | $ (6,523) |
Segment Information - Reconcili
Segment Information - Reconciliation of reportable segments' assets to consolidated total assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 14,258 | $ 14,373 |
Continuing Operations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 12,437 | 12,212 |
Continuing Operations | Residential | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 5,877 | 7,159 |
Continuing Operations | Sunetric | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 2,142 | 1,196 |
Continuing Operations | POWERHOUSE | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,140 | 0 |
Continuing Operations | Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 3,278 | 3,857 |
Discontinued Operations | Commercial Segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 1,821 | $ 2,161 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of discontinued operations presented in condensed consolidated statements of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Major line items constituting pretax loss of discontinued operations: | ||
Contract revenue | $ 416 | $ 394 |
Contract expense (income) | (41) | (90) |
Operating and other expense | 72 | (50) |
Pretax income from discontinued operations | 385 | 534 |
Income from discontinued operations, net of tax | $ 374 | $ 502 |
Discontinued Operations - Rec51
Discontinued Operations - Reconciliation of discontinued operations presented in condensed consolidated balance sheets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Accounts receivable, net | $ 394 | $ 536 |
Costs in excess of billings on uncompleted contracts | 62 | 207 |
Inventory, net | 63 | 37 |
Other current assets | 723 | 129 |
Total major classes of current assets of the discontinued operations | 1,242 | 909 |
Noncurrent assets: | ||
Other noncurrent assets | 579 | 1,252 |
Total noncurrent assets of discontinued operations | 579 | 1,252 |
Total assets of the discontinued operations in the balance sheet | 1,821 | 2,161 |
Current liabilities: | ||
Accounts payable | 270 | 285 |
Accrued liabilities | 33 | 523 |
Deferred revenue and other current liabilities | 418 | 113 |
Total current liabilities of discontinued operations | 721 | 921 |
Noncurrent liabilities: | ||
Other liabilities | 745 | 761 |
Total major classes of noncurrent liabilities of the discontinued operations | 745 | 761 |
Total liabilities of the discontinued operations in the balance sheet | $ 1,466 | $ 1,682 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||
Consideration to be transferred in the Equity | $ 810 | |
Subsequent events | ||
Subsequent Event [Line Items] | ||
Consideration to be transferred in the Equity | $ 800 | |
Subsequent events | Cooperation Agreement | Iroquois Master Fund LTD | Class A common stock | ||
Subsequent Event [Line Items] | ||
Number of unregistered and restricted shares | 456,000 | |
Subsequent events | Cooperation Agreement | Iroquois Capital Investment Group LLC | Class A common stock | ||
Subsequent Event [Line Items] | ||
Number of unregistered and restricted shares | 144,000 |