Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Real Goods Solar, Inc. | |
Entity Central Index Key | 1,425,565 | |
Trading Symbol | rgse | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,620,107 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 303 | $ 1,170 |
Accounts receivable, net | 1,638 | 2,393 |
Inventory, net | 1,689 | 1,950 |
Deferred costs on uncompleted contracts | 666 | 615 |
Other current assets | 1,247 | 1,264 |
Current assets of discontinued operations | 1,080 | 1,242 |
Total current assets | 6,623 | 8,634 |
Property and equipment, net | 1,053 | 1,156 |
POWERHOUSE license | 1,178 | 1,114 |
Goodwill | 1,338 | 1,338 |
Net investment in sales-type leases and other assets | 1,420 | 1,437 |
Noncurrent assets of discontinued operations | 574 | 579 |
Total assets | 12,186 | 14,258 |
Current liabilities: | ||
Convertible debt, net of deferred cost | 1 | 1 |
Accounts payable | 2,157 | 1,387 |
Accrued liabilities | 1,335 | 1,441 |
Deferred revenue and other current liabilities | 1,534 | 1,392 |
Current liabilities of discontinued operations | 789 | 721 |
Total current liabilities | 5,816 | 4,942 |
Other liabilities | 2,240 | 2,329 |
Derivative liabilities | 49 | 76 |
Non-current liabilities of discontinued operations | 729 | 745 |
Total liabilities | 8,834 | 8,092 |
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 | 208,164 | 205,830 |
Proxy contest consideration | 810 | |
Accumulated deficit | (204,820) | (200,482) |
Total shareholders' equity | 3,352 | 6,166 |
Total liabilities and shareholders' equity | 12,186 | 14,258 |
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 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 10,351,845 | 8,151,845 |
Common stock, shares outstanding | 10,351,845 | 8,151,845 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Contract revenue: | ||
Sale and installation of solar energy systems | $ 2,520 | $ 3,357 |
Service | 287 | 292 |
Leasing, net | 15 | 14 |
Contract expenses: | ||
Installation of solar energy systems | 2,839 | 3,080 |
Service | 393 | 313 |
Customer acquisition | 1,191 | 974 |
Contract loss | (1,601) | (704) |
Operating expense | 2,630 | 2,916 |
Litigation | 117 | 80 |
Operating loss | (4,348) | (3,700) |
Derivative and other | 31 | 107 |
Debt accretion expense and loss on extinguishment | 0 | (486) |
Loss from continuing operations, net of tax | (4,317) | (4,079) |
(Loss) Income from discontinued operations, net of tax | (21) | 45 |
Net loss | $ (4,338) | $ (4,034) |
Net loss per share - basic and diluted: | ||
From continuing operations (in dollars per share) | $ (0.42) | $ (0.87) |
From discontinued operations | 0.01 | |
Net loss per share - basic and diluted (in dollars per share) | $ (0.42) | $ (0.86) |
Weighted-average shares outstanding: | ||
Basic and Diluted (in shares) | 10,210 | 4,709 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Shareholders' Equity (unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Class A Common Stock | Additional Paid - in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2017 | $ 8 | $ 206,640 | $ (200,482) | $ 6,166 |
Balance (in shares) at Dec. 31, 2017 | 8,151,845 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Proceeds from common stock offering and warrant exercises, net of costs | 1,524 | 1,524 | ||
Proceeds from common stock offering and warrant exercises, net of costs (in shares) | 1,600,000 | |||
Common stock issued to settle proxy contest (in shares) | 600,000 | |||
Net Loss | (4,338) | (4,338) | ||
Balances at Mar. 31, 2018 | $ 8 | $ 208,164 | $ (204,820) | $ 3,352 |
Balance (in shares) at Mar. 31, 2018 | 10,351,845 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net loss | $ (4,338) | $ (4,034) |
(Loss) Income from discontinued operations | (21) | 45 |
Loss from continuing operations | (4,317) | (4,079) |
Adjustments to reconcile net loss to net cash used in operating activities - continuing operations: | ||
Depreciation | 107 | 109 |
Share-based compensation expense | 0 | 178 |
Change in fair value of derivative liabilities and loss on debt extinguishment | (27) | 378 |
Inventory obsolescence | (5) | 218 |
Bad debt expense | 29 | 36 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 726 | 761 |
Costs in excess of billings on uncompleted contracts | 2 | |
Inventory | 266 | 140 |
Deferred costs on uncompleted contracts | (51) | (87) |
Net investment in sales-type leases and other current assets | (80) | (50) |
Other non-current assets | 17 | (273) |
Accounts payable | 731 | (1,152) |
Accrued liabilities | (106) | 136 |
Deferred revenue and other current liabilities | 142 | (330) |
Other liabilities | (89) | (17) |
Net cash used in operating activities - continuing operations | (2,657) | (4,030) |
Net cash provided by (used in) operating activities - discontinued operations | 198 | (122) |
Net cash used in operating activities | (2,459) | (4,152) |
Investing activities: | ||
Payments related to POWERHOUSE license | (64) | |
Purchases of property and equipment | (4) | (252) |
Proceeds from sale of property and equipment | 2 | |
Net cash used in investing activities | (68) | (250) |
Financing activities: | ||
Proceeds from warrant exercises, net of costs | 8 | |
Restricted cash released upon conversion of debt | 173 | |
Proceeds from the issuance of warrants, net of costs | 822 | |
Proceeds from the issuance of common stock, net of costs | 830 | 16,029 |
Principal payments on revolving line of credit | (663) | |
Net cash provided by financing activities | 1,660 | 15,539 |
Net (decrease) increase in cash | (867) | 11,137 |
Cash at beginning of year | 1,170 | 2,940 |
Cash at end of year | $ 303 | 14,077 |
Non-cash items | ||
Convertible notes interest paid with common stock | $ 125 |
Organization, Nature of Operati
Organization, Nature of Operations, and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Operations, and Principles of Consolidation | 1. Organization, Nature of Operations, and Principles of Consolidation Real Goods Solar, Inc. (the “Company” or “RGS”) is a residential and small business commercial solar energy engineering, procurement, and construction firm. 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 three months ended March 31, 2018 and 2017, and has an accumulated deficit of $204.8 million at March 31, 2018. 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. Principles of Consolidation We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our condensed consolidated financial position as of March 31, 2018, the interim results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017. These interim statements have not been audited. The balance sheet as of December 31, 2017 was derived from our audited consolidated financial statements included in our 2017 10-K. The interim condensed consolidated financial statements contained herein should be read in conjunction with our audited financial statements, including the notes thereto, for the year ended December 31, 2017. Discontinued Operations During 2014, we committed to a plan to sell certain contracts and rights comprising our large commercial installations business, otherwise known as our former Commercial segment. At the same time, we 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 during 2016. We report this business as a discontinued operation, separate from our continuing operations. See Note 12. Discontinued Operations. 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 grow revenue for profitable operations or, if necessary, raising additional capital. See Note 6, Shareholders Equity, Note 7, Convertible Debt and Note 13, Subsequent Events for transactions raising capital during the first quarter of 2018. The Company’s 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 $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 Note Offering (as defined and further discussed in Note 7, Convertible Debt). The 2018 Note Offering may result in gross proceeds of $10.0 million, before placement agent fees and other expenses associated with the transaction. At the closing on April 9, 2018 the Company received $5 million of the gross proceeds and Investor Notes (as defined and further discussed in Note 7, Convertible Debt) in an aggregate amount of $5 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 (as defined and further discussed in Note 7, Convertible Debt) issued in the 2018 Note Offering and, upon satisfaction of Equity Conditions and certain other conditions, upon the occurrence of a specified mandatory prepayment event. The 2018 Notes (as defined and further discussed in Note 7, Convertible Debt) are convertible into Class A common stock and mature on April 9, 2019. If the 2018 Notes have not been fully converted into shares of Class A common stock at maturity, the Company would seek to refinance any 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) funds received upon common stock warrant exercises including after 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 the Company will be successful in meeting the obligation under the 2018 Notes. If the Company proceeds 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 private or 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 have available to it the additional capital necessary, either from the Investor Notes or an alternative transaction. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The Company made no changes to its significant accounting policies during the three months ended March 31, 2018 with the exception of the adoption of ASC 606 as discussed in Note 3. Revenue. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. 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. 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-04 (“ASU 2017-04”), Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment ASU 2016-20 On December 21, 2016, the FASB issued Accounting Standards Update No. 2016-20 (“ASU 2016-20”), Technical Corrections and Improvements to Topic 606 Revenue from Contracts with Customers 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 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue | 3. Revenue Effective January 1, 2018, the Company has adopted “ASC 606 – Revenue From Contracts with Customers Deferred Revenue When we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. We recognize deferred revenue as net sales after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met. Revenue Recognition – Installation of photovoltaic modules (“PV”) solar systems We generally recognize revenue for installation of PV solar systems at a point in time following the transfer of control to the customer which typically occurs when installers have completed an installation of the PV solar system. Although the ASC 606 is generally applied to a single contract with a customer, a portfolio approach may be acceptable if an entity reasonably expects that the effect of applying a portfolio approach to a group of contracts or group of performance obligations would not differ materially from considering each contract or performance obligation separately. The Company uses standard contract templates to initiate sales with customers which may vary based on customer type. As such, applying the portfolio approach to each type of customer contract would not differ materially from considering each contract on a standalone basis. The Company has used the portfolio approach in their analysis and determined that each project started during the three months ended March 31, 2018 contains one performance obligation. Each project’s transaction price is included within the contract and although there is only one performance obligation, certain complexities could exist which impact the transaction price. Specific to solarized programs, wherein the Company has a scalable price per watt to the homeowner based on the number of participating homes in the community, the Company may credit homeowners of previously executed contract. Any credits to homeowners on previously executed contracts are treated as adjustments to the transaction price via change order forms. For solarized program incentives, the Company uses the “most likely amount” method in determining any adjustments to the transaction price due to certainty of the credit amount prior to completion of the project. The Company has also considered financing components on projects started during the three months ended March 31, 2018 and elected the use of a practical expedient where an entity need not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised service to the customer and when the customer pays for that good or service will be one year or less. All receivables from projects entered into during the current quarter are expected to be received within one year from project completion and no adjustments to the transactions prices were made. Under ASC 606, the Company is required to recognize as an asset the incremental costs of obtaining a contract with a customer if those costs are expected to be recovered. The Company does incur selling and marketing costs and sales commissions that otherwise would not have been incurred if the contract had not been obtained however, these costs are not recoverable from the customer and are expensed as incurred. The Company may enter into projects in which control of the PV solar systems transfers to the customer over time. As of March 31, 2018, no such project exists however, if the Company takes on such a project in the future, the Company will determine whether an input or output method is most appropriate to recognize revenue in a pattern that reflects the transfer of control of the promised good or service to the customer. Revenue Recognition – Operations & Maintenance We generally recognize revenue for standard, recurring commercial operations and maintenance services over time as customers receive and consume the benefits of such services, which typically include corrective maintenance, data hosting or energy/deck monitoring services for a period of time. These services are treated as stand-ready performance obligations and satisfied evenly over the length of the agreement so the Company has elected a time-based method to measure progress and recorded revenue using a straight-line method. Revenue Recognition – Service & Warranty Warranties for workmanship and roof penetration are included within each contract. These warranties cannot be purchased separately from the related services, are intended to safeguard the customer against workmanship and does not provide any incremental service to the customer. It is necessary for the Company to perform the specified tasks to provide assurance that the final product complies with agreed-upon specifications and likely do not give rise to a separate performance obligation. The Company will continue to account for any related warranties in accordance with ASC 460-10 and record an accrual for potential warranty costs at the completion of a project. Any services provided to a customer outside of warranties such as system inspections are recognized upon completion of the service. Adoption of the standards related to revenue recognition had no impact to cash from or used in operating, financing, or investing on our consolidated cash flows statements. Refer to Note 11. Segment Information for further information, including revenue by segment. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment, stated at lower of cost or estimated fair value, consists of the following as of March 31 and December 31, respectively: (in thousands) 2018 2017 Buildings and leasehold improvements 441 441 Furniture, fixtures and equipment 1,811 1,811 Software 2,135 2,135 Vehicles and machinery 1,041 1,044 Total property and equipment 5,428 5,431 Accumulated depreciation and amortization (4,375 ) (4,275 ) Total property and equipment, net $ 1,053 $ 1,156 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
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 for certain field personnel through operating leases. Leases range up to five years with varying termination dates through 2021. The following schedule represents the annual future minimum payments of all leases as of March 31, 2018: Future Minimum (in thousands) Lease Payments 2018 $ 679 2019 856 2020 506 2021 439 2022 and thereafter 112 Total minimum lease payments $ 2,592 The Company incurred office and warehouse rent expense of $0.2 million and automobile lease expense of $0.1 million for the three months ended March 31, 2018. The Company is subject to risks and uncertainties in the normal course of business, including legal proceedings; governmental regulation, such as the interpretation of tax and labor laws; and the seasonal nature of its business due to weather-related factors. The Company has accrued for probable and estimable costs incurred with respect to identified risks and uncertainties based upon the facts and circumstances currently available. From time to time, the Company may be involved in legal proceedings that are considered to be in the normal course of business. On February 16, 2017, Alpha Capital Anstalt, an investor in the Company’s February 6, 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 alleges that the registration statement for the February 6, 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 intends to vigorously defend itself in 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 April 25, 2018, the district court granted the Company’s motion for summary judgment in part, and dismissed a portion of Alpha’s breach of contract claim. The district court directed the parties to prepare a pretrial order with respect to the remaining portions of the breach of contract claim. Separately, the district court granted Roth’s motion for summary judgment in its entirety, dismissing Roth from the case. Finally, the district court denied Alpha’s motion for summary judgment in its entirety On September 29, 2017 (the “Effective Date”), The Dow Chemical Company (“Dow”) awarded the Company a world-wide exclusive license for the POWERHOUSE™ in-roof solar shingle (the “License”). 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 SEC 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 expects to resolve a dispute with a customer of the former Commercial segment wherein the customer alleged that the Company had not completed agreed-upon remedial work to remedy alleged deficiencies. The customer notified the Company that it intends to perform such work at the Company’s expense using a third-party contractor. In addition, the customer demanded an aggregate of approximately $0.4 million as liquidated damages under the terms of the project contract. To avoid the costs of arbitration, obtain a release of approximately $0.3 million held in escrow related to this matter, and receive a release of all future obligation or liability, whether based on warranty, contract, or otherwise, the Company agreed to a complete settlement with all parties and increased its liability for this matter by approximately $0.1 million during the quarter. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | 6. Shareholders’ Equity 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. The Series O Warrant is exercisable at any time starting six months after issuance, and will remain exercisable for a period of five years thereafter at an initial exercise price of $1.47 per share, subject to adjustments for stock splits and similar events. The Series P Warrant is exercisable immediately after issuance and for a period of five years thereafter at an initial exercise price of $1.15 per share, of which $1.14 was paid at the closing with $0.01 per share payable upon exercise. On January 4, 2018, the investor paid $0.01 per share of Class A common stock to exercise the Series P Warrant. Option and Warrant Exercises During the three months ended March 31, 2018 and 2017, the Company did not issue any stock options nor issue any shares of its Class A common stock to employees upon the exercise of stock options. During the three months ended March 31, 2018, the Company issued 800,000 shares of its Class A common stock upon the exercise of prepaid Series P warrants attributable to the January 2018 Offering. At March 31, 2018, the Company had the following shares of Class A common stock reserved for future issuance: Stock options and grants outstanding under incentive plans 148 Common stock warrants outstanding - derivative liability 43,015 Common stock warrants outstanding - equity security 7,538,846 Total shares reserved for future issuance 7,582,009 |
Convertible Debt
Convertible Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 7. Convertible Debt 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 Note Offering") of up to $10.75 million in principal amount and $10 million funding amount (reflecting $0.75 million of original issue discount) of Senior Convertible Notes (the "2018 Notes"), and Series Q Warrants to purchase 9,126,984 shares of Class A Common Stock. On April 9, 2018, see Note 13, Subsequent Events, the Company closed the 2018 Note Offering. The 2018 Note Offering may result in gross proceeds of $10.0 million, before placement agent fees and other expenses associated with the transaction. At the closing on April 9, 2018, the Company received $5 million of the gross proceeds and two secured promissory notes 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 issued two Series A senior convertible notes (the “Series A Notes”) and two Series B senior secured convertible notes (the “Series B Notes”) in the transaction. The aggregate principal amount of the Series A Notes is $5.75 million and the Series B Notes is $5 million. 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 $0.75 million 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 required to amortize the 2018 Notes. All amounts owed under the 2018 Notes will mature and come due on April 9, 2019. The 2018 Notes do 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 are 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 is $1.26 per share (which was above the closing bid price of our Class A common stock immediately before executing the Securities Purchase Agreement; the conversion price was increased from $1.2405 to $1.26 in the Amendments (as defined and further described in Note 13, Subsequent Events)), subject to reduction under certain circumstances as well as adjustment for stock splits, stock dividends and similar events. 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 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 $0.194. 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 2018 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 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 contain negative and affirmative covenants, including a requirement that the Company on a quarterly basis has available cash of at least $0.75 million. 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 are also 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 SEC 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 Note Offering, the Company entered into a Registration Rights Agreement with the purchaser of the 2018 Notes under which it is required to file an initial registration statement with the SEC 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. The Company filed the required registration statement with the SEC on April 27, 2018, and the SEC declared the registration statement effective on May 4, 2018. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements 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 March 31, 2018 (in thousands) Total (Level 1) (Level 2) (Level 3) Common stock warrant liability $ 49 - - $ 49 For the Company’s Level 3 measures, which represent common stock warrants, fair value is based on a Monte Carlo pricing model that is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions. The Company used a market approach to valuing these derivative liabilities. The following table shows the reconciliation from the beginning to the ending balance for the Company’s common stock warrant liability and embedded derivative liability measured at fair value on a recurring basis using significant unobservable inputs (i.e. Level 3) for the period ended March 31, 2018: Embedded Common Stock derivative (in thousands) warrant liability liability Total Fair value of derivative liabilities at December 31, 2017 $ 76 $ - $ 76 Change in the fair value of derivative liabilities, net (27 ) - (27 ) Adjustment for conversions of Notes - - - Fair value of derivative liabilities at March 31, 2018 $ 49 $ - $ 49 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 9. Share-Based Compensation During the three months ended March 31, 2018, the Company did not grant any stock options and cancelled one stock option versus zero grants of stock options and cancellations of 23 stock options during the three months ended March 31, 2017. Substantially all stock options vest at 2% per month for the 50 months beginning with the first day of the eleventh month after date of grant. Total share-based compensation expense recognized was $0 and $0.2 million during both the three months ended March 31, 2018 and 2017. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 10. Net Income (Loss) Per Share Basic net income (loss) per share excludes any dilutive effects of options, warrants or our senior secured convertible notes (the “2016 Notes”) due on April 1, 2019. The Company computes basic net income (loss) per share using the weighted average number of shares of its Class A common stock outstanding during the period. The Company computes diluted net income (loss) per share using the weighted average number of shares of its Class A common stock and common stock equivalents outstanding during the period. The Company excluded common stock equivalents of 7.5 million and 6.5 million for the three months ended March 31, 2018 and 2017, respectively, from the computation of diluted net loss per share because their effect was antidilutive. For the Three Months Ended (In thousands, except per share data) 2018 2017 Numerator for basic and diluted net loss per share $ (4,338 ) $ (4,034 ) Denominator: Weighted average shares for basic net loss per share 10,210 4,709 Effect of dilutive securities: Weighted average of common stock, stock options and warrants - - Denominators for diluted net loss per share 10,210 4,709 Net loss per share—basic and diluted $ (0.42 ) $ (0.86 ) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information The Company operates as four reportable segments: (1) Residential – the installation of solar energy systems for homeowners, including lease financing thereof, and small business commercial in the continental U.S.; (2) Sunetric – the installation of solar energy systems for both homeowners and business owners (commercial) in Hawaii; (3) POWERHOUSE™ – the manufacturing and sale of solar shingles; and (4) Other – corporate operations. The Company discontinued its former large commercial segment and it is presented as discontinued operations. Financial information for the Company’s segments and a reconciliation of the total of the reportable segments’ loss from operations to the Company’s consolidated net loss are as follows: Three Months Ended March 31, (in thousands) 2018 2017 Contract revenue: Residential 2,485 3,644 Sunetric 337 19 POWERHOUSE™ - - Other - - Consolidated contract revenue 2,822 3,663 Operating loss from continuing operations: Residential (1,871 ) (1,033 ) Sunetric (597 ) (804 ) POWERHOUSE™ (51 ) - Other (1,829 ) (1,863 ) Operating Loss (4,348 ) (3,700 ) Reconciliation of consolidated loss from operations to consolidated net loss: Derivative and Other 31 107 Debt accretion expense and loss on extinguishment - (486 ) Gain from discontinued operations, net of tax (21 ) 45 Net loss (4,338 ) (4,034 ) The following is a reconciliation of reportable segments’ assets to the Company’s consolidated total assets. The Other segment includes certain unallocated corporate amounts. (in thousands) March 31, 2018 December 31, 2017 Total assets – continuing operations: Residential $ 6,284 $ 5,877 Sunetric 1,412 2,142 POWERHOUSE™ 1,226 1,140 Other 1,610 3,278 $ 10,532 $ 12,437 Total assets – discontinued operations: Commercial 1,654 1,821 $ 12,186 $ 14,258 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 12. Discontinued Operations The following is a reconciliation of the major line items constituting pretax income of discontinued operations to the after-tax gain on discontinued operations that are presented in the condensed consolidated statements of operations as indicated: For the Three Months Ended March 31, (in thousands) 2018 2017 Major line items constituting pretax loss of discontinued operations: Contract revenue $ - $ 4 Contract expense (income) - (2 ) Operating and other expense 21 (49 ) Pretax income (loss) from discontinued operations $ (21 ) 55 Income from discontinued operations, net of tax $ (21 ) $ 45 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: March 31, December 31, (in thousands) 2018 2017 Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 325 $ 394 Costs in excess of billings on uncompleted contracts 62 62 Inventory, net 69 63 Other current assets 624 723 Total major classes of current assets of the discontinued operations 1,080 1,242 Noncurrent assets: Other noncurrent assets 574 579 Total noncurrent assets of discontinued operations 574 579 Total assets of the discontinued operations in the balance sheet $ 1,654 $ 1,821 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 270 $ 270 Accrued liabilities 33 33 Deferred revenue and other current liabilities 486 418 Total current liabilities of discontinued operations 789 721 Noncurrent liabilities: Other liabilities 729 745 Total major classes of noncurrent liabilities of the discontinued operations 729 745 Total liabilities of the discontinued operations in the balance sheet $ 1,518 $ 1,466 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On April 9, 2018, the Company closed the 2018 Note Offering (See Note 7. Convertible Debt) and entered into two separate Amendment No. 1 to Securities Purchase Agreement (the “Amendments”) with each investor party to the 2018 Note Offering Securities Purchase Agreement. The substantially identical Amendments amended and restated forms of 2018 Notes to increase the initial conversion price of the Notes from $1.2405 to $1.26 per share and, as a result, made changes to the Schedule of Buyers to the Securities Purchase Agreement to reflect a change in the number of shares of Common Stock that may become issuable upon exercise of Series Q Warrants. The parties entered into the Amendments as a result of certain discussions with, and comments by, Nasdaq staff. Other than as described in this paragraph, no other changes were made to the terms of the 2018 Notes or the transaction in general. The Amendments contains customary provisions for agreements of this nature, such as representations, warranties and covenants. At the closing on April 9, 2018, the parties entered into or executed the following agreements and documents: · The Company entered into a Registration Rights Agreement with the investors under which the Company has agreed to register for resale the shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Series Q Warrants. · The Company entered into separate Note Purchase Agreements (each, an “NPA”) with each investor under which each Investor issued to the Company such Investor’s Investor Note. · Each investor issued an Investor Note to the Company under the respective NPA. · The Company entered into separate Master Netting Agreements (each, a “Master Netting Agreement”) with each investor for the purpose of clarifying for each party its right to offset obligations that may arise under the Securities Purchase Agreement, the Investor Notes and the Series B Notes upon the occurrence of certain events. At the closing on April 9, 2018, the Company also issued and sold to the placement agent in the 2018 Note Offering for a sum of $100 a warrant (the “Placement Agent Warrant”) to purchase 730,159 shares of Class A common stock, pursuant to the terms of an Engagement Agreement. The Placement Agent Warrant has substantially the same terms as the Series Q Warrants other than that the Placement Agent Warrant has a cashless exercise right regardless of whether an effective registration statement registering, or a current prospectus being available for, the resale of the shares of Class A common stock underlying the Placement Agent Warrant. 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. On May 9, 2018 and May 10, 2018, holders of 2018 Notes converted an aggregate principal amount of $338,000 into 268,262 shares of Class A common stock. |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our condensed consolidated financial position as of March 31, 2018, the interim results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017. These interim statements have not been audited. The balance sheet as of December 31, 2017 was derived from our audited consolidated financial statements included in our 2017 10-K. The interim condensed consolidated financial statements contained herein should be read in conjunction with our audited financial statements, including the notes thereto, for the year ended December 31, 2017. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. 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. |
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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-04 (“ASU 2017-04”), Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment ASU 2016-20 On December 21, 2016, the FASB issued Accounting Standards Update No. 2016-20 (“ASU 2016-20”), Technical Corrections and Improvements to Topic 606 Revenue from Contracts with Customers 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment stated at lower of cost or estimated fair value | (in thousands) 2018 2017 Buildings and leasehold improvements 441 441 Furniture, fixtures and equipment 1,811 1,811 Software 2,135 2,135 Vehicles and machinery 1,041 1,044 Total property and equipment 5,428 5,431 Accumulated depreciation and amortization (4,375 ) (4,275 ) Total property and equipment, net $ 1,053 $ 1,156 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Future Minimum (in thousands) Lease Payments 2018 $ 679 2019 856 2020 506 2021 439 2022 and thereafter 112 Total minimum lease payments $ 2,592 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of shares of Class A common stock reserved for future issuance | Stock options and grants outstanding under incentive plans 148 Common stock warrants outstanding - derivative liability 43,015 Common stock warrants outstanding - equity security 7,538,846 Total shares reserved for future issuance 7,582,009 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 (in thousands) Total (Level 1) (Level 2) (Level 3) Common stock warrant liability $ 49 - - $ 49 |
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, 2017 $ 76 $ - $ 76 Change in the fair value of derivative liabilities, net (27 ) - (27 ) Adjustment for conversions of Notes - - - Fair value of derivative liabilities at March 31, 2018 $ 49 $ - $ 49 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted weighted average shares outstanding | For the Three Months Ended (In thousands, except per share data) 2018 2017 Numerator for basic and diluted net loss per share $ (4,338 ) $ (4,034 ) Denominator: Weighted average shares for basic net loss per share 10,210 4,709 Effect of dilutive securities: Weighted average of common stock, stock options and warrants - - Denominators for diluted net loss per share 10,210 4,709 Net loss per share—basic and diluted $ (0.42 ) $ (0.86 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of reconciliation of reportable segments' income (loss) from operations | Three Months Ended March 31, (in thousands) 2018 2017 Contract revenue: Residential 2,485 3,644 Sunetric 337 19 POWERHOUSE™ - - Other - - Consolidated contract revenue 2,822 3,663 Operating loss from continuing operations: Residential (1,871 ) (1,033 ) Sunetric (597 ) (804 ) POWERHOUSE™ (51 ) - Other (1,829 ) (1,863 ) Operating Loss (4,348 ) (3,700 ) Reconciliation of consolidated loss from operations to consolidated net loss: Derivative and Other 31 107 Debt accretion expense and loss on extinguishment - (486 ) Gain from discontinued operations, net of tax (21 ) 45 Net loss (4,338 ) (4,034 ) |
Schedule of reconciliation of reportable segments' assets to the company's consolidated total assets | (in thousands) March 31, 2018 December 31, 2017 Total assets – continuing operations: Residential $ 6,284 $ 5,877 Sunetric 1,412 2,142 POWERHOUSE™ 1,226 1,140 Other 1,610 3,278 $ 10,532 $ 12,437 Total assets – discontinued operations: Commercial 1,654 1,821 $ 12,186 $ 14,258 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of reconciliation of major line items constituting pretax loss of discontinued operations to the after-tax loss of discontinued operations presented in condensed consolidated statements of operations | For the Three Months Ended March 31, (in thousands) 2018 2017 Major line items constituting pretax loss of discontinued operations: Contract revenue $ - $ 4 Contract expense (income) - (2 ) Operating and other expense 21 (49 ) Pretax income (loss) from discontinued operations $ (21 ) 55 Income from discontinued operations, net of tax $ (21 ) $ 45 |
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 | March 31, December 31, (in thousands) 2018 2017 Carrying amounts of major classes of assets included as part of discontinued operations: Current assets: Accounts receivable, net $ 325 $ 394 Costs in excess of billings on uncompleted contracts 62 62 Inventory, net 69 63 Other current assets 624 723 Total major classes of current assets of the discontinued operations 1,080 1,242 Noncurrent assets: Other noncurrent assets 574 579 Total noncurrent assets of discontinued operations 574 579 Total assets of the discontinued operations in the balance sheet $ 1,654 $ 1,821 Carrying amounts of major classes of liabilities included as part of discontinued operations: Current liabilities: Accounts payable $ 270 $ 270 Accrued liabilities 33 33 Deferred revenue and other current liabilities 486 418 Total current liabilities of discontinued operations 789 721 Noncurrent liabilities: Other liabilities 729 745 Total major classes of noncurrent liabilities of the discontinued operations 729 745 Total liabilities of the discontinued operations in the balance sheet $ 1,518 $ 1,466 |
Organization, Nature of Opera28
Organization, Nature of Operations, and Principles of Consolidation (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | ||
Mar. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||
Accumulated deficit | $ (204,820) | $ (200,482) | |
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 | ||
Proceeds from sale of notes at closing of offering | 5,000 | ||
Powerhouse License Agreement | |||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||
Principal amount of notes issued | $ 2,000 | ||
Securities Purchase Agreement | |||
Principles Of Consolidation, Organization And Nature Of Operations [Line Items] | |||
Gross proceeds from offerings | 10,000 | ||
Proceeds from sale of notes at closing of offering | 5,000 | ||
Aggregate amount of investor notes receivable | $ 5,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,428 | $ 5,431 |
Accumulated depreciation and amortization | (4,375) | (4,275) |
Total property and equipment, net | 1,053 | 1,156 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 441 | 441 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,811 | 1,811 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,135 | 2,135 |
Vehicles and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,041 | $ 1,044 |
Commitments and Contingencies -
Commitments and Contingencies - Remaining future minimum payments of all leases (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 679 |
2,019 | 856 |
2,020 | 506 |
2,021 | 439 |
2022 and thereafter | 112 |
Total minimum lease payments | $ 2,592 |
Commitments and Contingencies31
Commitments and Contingencies (Detail Textuals) - USD ($) $ in Millions | Jan. 02, 2018 | Sep. 29, 2017 | Mar. 31, 2018 |
Commitments and Contingencies Disclosure [Line Items] | |||
Office and warehouse rent expense | $ 0.2 | ||
Automobile lease expense | 0.1 | ||
Liquidated damages under the terms of the project contract | 0.4 | ||
Release of amount held in escrow | 0.3 | ||
Increase in liability for settlement with all parties | $ 0.1 | ||
Powerhouse License Agreement | |||
Commitments and Contingencies Disclosure [Line Items] | |||
License fee | $ 3 | ||
License fee due with the effective date of agreement | 1 | ||
License fee due with in 30 days after receiving UL Certification | $ 2 | ||
Cooperation Agreement | Iroquois Master Fund LTD | Class A common stock | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of unregistered and restricted shares | 456,000 | ||
Cooperation Agreement | 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 - Shares o
Shareholders' Equity - Shares of Class A common stock reserved for future issuance (Details) | Mar. 31, 2018shares |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 7,582,009 |
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 | 7,538,846 |
Stock options and grants outstanding under incentive plans | |
Schedule Of Stockholders' Equity [Line Items] | |
Total shares reserved for future issuance | 148 |
Shareholders' Equity (Detail Te
Shareholders' Equity (Detail Textuals) - USD ($) $ / shares in Units, $ in Millions | Jan. 04, 2018 | Jan. 02, 2018 | Mar. 30, 2018 | Mar. 31, 2018 |
Cooperation Agreement | ||||
Shareholders Equity [Line Items] | ||||
Amount of net proceeds | $ 10 | |||
Unaffiliated institutional investors | Series P Warrant | Cooperation Agreement | ||||
Shareholders Equity [Line Items] | ||||
Class A common stock per share | $ 1.15 | |||
Purchase price of units per share (in dollars per share) | $ 1.14 | |||
Amount of gross proceeds | $ 1.8 | |||
Amount of net proceeds | $ 1.5 | |||
Private Placement | Unaffiliated institutional investors | ||||
Shareholders Equity [Line Items] | ||||
Number of Class A common stock issue and sold | 800,000 | |||
Private Placement | Unaffiliated institutional investors | Series P Warrant | ||||
Shareholders Equity [Line Items] | ||||
Initial exercise price of warrants exercisable | $ 1.15 | |||
Exercise price of warrant paid at closing | 1.14 | |||
Exercise price of warrants payable upon exercise | $ 0.01 | |||
Private Placement | Unaffiliated institutional investors | Series O Warrant | ||||
Shareholders Equity [Line Items] | ||||
Number of shares called by warrants | 1,600,000 | |||
Initial exercise price of warrants exercisable | $ 1.47 | |||
Class A common stock | ||||
Shareholders Equity [Line Items] | ||||
Common stock issued upon exercise of warrants | 800,000 | |||
Class A common stock | Private Placement | Unaffiliated institutional investors | Series P Warrant | ||||
Shareholders Equity [Line Items] | ||||
Number of Class A common stock issue and sold | 800,000 | |||
Number of shares called by warrants | 800,000 | |||
Initial exercise price of warrants exercisable | $ 0.01 | |||
Period for which warrant exercisable | 5 years | |||
Class A common stock | Private Placement | Unaffiliated institutional investors | Series O Warrant | ||||
Shareholders Equity [Line Items] | ||||
Period for which warrant exercisable | 5 years |
Convertible Debt (Detail Textua
Convertible Debt (Detail Textuals) $ / shares in Units, $ in Thousands | 1 Months Ended |
Mar. 30, 2018USD ($)Trading_DayInvestorNote$ / sharesshares | |
Senior Secured Convertible Notes | Series Q Warrants | Class A common stock | |
Debt Instrument [Line Items] | |
Number of shares called by warrants | shares | 9,126,984 |
Private Placement | |
Debt Instrument [Line Items] | |
Percentage of premium on alternate conversion | 125.00% |
Available cash requirement on quarterly basis | $ 750 |
Private Placement | Senior Secured Convertible Notes | Class A common stock | |
Debt Instrument [Line Items] | |
Initial fixed conversion price | $ / shares | $ 1.26 |
Conversion price of convertible debt before increase | $ / shares | 1.2405 |
Increased conversion price of convertible debt in amendments | $ / shares | $ 1.26 |
Threshold consecutive trading days | Trading_Day | 10 |
Stock price trigger, per share amount | $ / shares | $ 0.194 |
Threshold percentage of stock subject to volume weighted average price | 200.00% |
Threshold number of specified trading days | Trading_Day | 10 |
Private Placement | Series A 2018 convertible note offering | |
Debt Instrument [Line Items] | |
Number of unaffiliated institutional investors | Note | 2 |
Proceeds from convertible debt | $ 5,750 |
Additional OID Amount payable | $ 750 |
Number of convertible notes issued | Note | 2 |
Private Placement | Series B 2018 convertible note offering | |
Debt Instrument [Line Items] | |
Number of unaffiliated institutional investors | Note | 2 |
Proceeds from convertible debt | $ 5,000 |
Number of convertible notes issued | Note | 2 |
Unaffiliated institutional investors | Private Placement | Senior Secured Convertible Notes | |
Debt Instrument [Line Items] | |
Principal amount of notes issued | $ 10,750 |
Proceeds from original issue discount ("OID") | 750 |
Proceeds from convertible debt | 10,000 |
Proceeds from sale of notes at closing of offering | 5,000 |
Proceeds from promissory notes secured by cash and securities held in escrow | $ 5,000 |
Percentage of interest rates | 18.00% |
Cooperation Agreement | |
Debt Instrument [Line Items] | |
Number of unaffiliated institutional investors | Investor | 2 |
Proceeds from sale of notes at closing of offering | $ 5,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 49 | $ 76 |
Recurring basis | Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 49 | |
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 | $ 49 |
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) - Total $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of derivative liabilities at December 31, 2017 | $ 76 |
Change in the fair value of derivative liabilities, net | (27) |
Adjustment for conversions of Notes | 0 |
Fair value of derivative liabilities at March 31, 2018 | 49 |
Common stock warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of derivative liabilities at December 31, 2017 | 76 |
Change in the fair value of derivative liabilities, net | (27) |
Adjustment for conversions of Notes | 0 |
Fair value of derivative liabilities at March 31, 2018 | 49 |
Embedded derivative liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of derivative liabilities at December 31, 2017 | 0 |
Change in the fair value of derivative liabilities, net | 0 |
Adjustment for conversions of Notes | 0 |
Fair value of derivative liabilities at March 31, 2018 | $ 0 |
Share-Based Compensation (Detai
Share-Based Compensation (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0 | $ 178 |
2008 Long-Term Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options cancelled | 1 | 23 |
Stock options granted | 0 | 0 |
2008 Long-Term Incentive Plan | 50 months beginning with the first day of the eleventh month after date of grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option vesting percentage | 2.00% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Numerator for basic and diluted net loss per share | $ (4,338) | $ (4,034) |
Denominator: | ||
Weighted average shares for basic net loss per share (in shares) | 10,210 | 4,709 |
Effect of dilutive securities: | ||
Weighted average of common stock, stock options and warrants (in shares) | 0 | 0 |
Denominators for diluted net loss per share (in shares) | 10,210 | 4,709 |
Net loss per share - basic and diluted (in dollars per share) | $ (0.42) | $ (0.86) |
Net Income (Loss) Per Share (39
Net Income (Loss) Per Share (Detail Textual) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share amount | 7.5 | 6.5 |
Segment Information - Financial
Segment Information - Financial information for segments and reconciliation of Total of Reportable segments' income/(loss)from operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | $ 2,822 | $ 3,663 |
Operating Loss | (4,348) | (3,700) |
Reconciliation of consolidated loss from operations to consolidated net loss: | ||
Derivative and Other | 31 | 107 |
Debt accretion expense and loss on extinguishment | 0 | (486) |
Gain from discontinued operations, net of tax | (21) | 45 |
Net loss | (4,338) | (4,034) |
Residential | ||
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | 2,485 | 3,644 |
Operating Loss | (1,871) | (1,033) |
Sunetric | ||
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | 337 | 19 |
Operating Loss | (597) | (804) |
POWERHOUSE | ||
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | 0 | 0 |
Operating Loss | (51) | 0 |
Other | ||
Segment Reporting Information [Line Items] | ||
Consolidated contract revenue | 0 | 0 |
Operating Loss | $ (1,829) | $ (1,863) |
Segment Information - Reconcili
Segment Information - Reconciliation of reportable segments' assets to consolidated total assets (Details 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 12,186 | $ 14,258 |
Continuing Operations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 10,532 | 12,437 |
Continuing Operations | Residential | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 6,284 | 5,877 |
Continuing Operations | Sunetric | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,412 | 2,142 |
Continuing Operations | POWERHOUSE | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,226 | 1,140 |
Continuing Operations | Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,610 | 3,278 |
Discontinued Operations | Commercial Segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 1,654 | $ 1,821 |
Segment Information (Detail Tex
Segment Information (Detail Textuals) | 3 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 4 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of discontinued operations presented in condensed consolidated statements of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Major line items constituting pretax loss of discontinued operations: | ||
Contract revenue | $ 0 | $ 4 |
Contract expense (income) | 0 | (2) |
Operating and other expense | 21 | (49) |
Pretax income (loss) from discontinued operations | (21) | 55 |
Income from discontinued operations, net of tax | $ (21) | $ 45 |
Discontinued Operations - Rec44
Discontinued Operations - Reconciliation of discontinued operations presented in condensed consolidated balance sheets (Details 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, net | $ 325 | $ 394 |
Costs in excess of billings on uncompleted contracts | 62 | 62 |
Inventory, net | 69 | 63 |
Other current assets | 624 | 723 |
Total major classes of current assets of the discontinued operations | 1,080 | 1,242 |
Noncurrent assets: | ||
Other noncurrent assets | 574 | 579 |
Total noncurrent assets of discontinued operations | 574 | 579 |
Total assets of the discontinued operations in the balance sheet | 1,654 | 1,821 |
Current liabilities: | ||
Accounts payable | 270 | 270 |
Accrued liabilities | 33 | 33 |
Deferred revenue and other current liabilities | 486 | 418 |
Total current liabilities of discontinued operations | 789 | 721 |
Noncurrent liabilities: | ||
Other liabilities | 729 | 745 |
Total major classes of noncurrent liabilities of the discontinued operations | 729 | 745 |
Total liabilities of the discontinued operations in the balance sheet | $ 1,518 | $ 1,466 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - USD ($) | 1 Months Ended | |||
May 10, 2018 | May 09, 2018 | Apr. 09, 2018 | Mar. 30, 2018 | |
Series Q Warrants | Class A common stock | 2018 Notes | ||||
Subsequent Event [Line Items] | ||||
Number of shares called by warrants | 9,126,984 | |||
Private Placement | Class A common stock | 2018 Notes | ||||
Subsequent Event [Line Items] | ||||
Initial conversion price | $ 1.26 | |||
Conversion price of convertible debt before increase | $ 1.2405 | |||
Subsequent events | Series Q Warrants | ||||
Subsequent Event [Line Items] | ||||
Warrant Outstanding | $ 100 | |||
Subsequent events | Series Q Warrants | Class A common stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares called by warrants | 730,159 | |||
Subsequent events | Private Placement | ||||
Subsequent Event [Line Items] | ||||
Initial conversion price | $ 1.26 | |||
Conversion price of convertible debt before increase | $ 1.2405 | |||
Subsequent events | Private Placement | Class A common stock | 2018 Notes | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount of Notes converted | $ 268,262 | $ 338,000 |