Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
The aggregate market value of the voting common equity held
by non-affiliates of the registrant was approximately $23,392,693 as of June 30, 2015, based upon the closing price on the
NASDAQ Capital Market on that date. The registrant does not have non-voting common equity.
As of March 18, 2016, 12,561,943 shares of the registrant’s
Class A common stock and no shares of the registrant’s Class B common stock were outstanding.
Real Goods Solar, Inc. (“Real Goods Solar”, “we”,
“us”, or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”)
to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was originally filed on April 1, 2016
(the “Original Filing”), solely to (a) delete the reference to Part III in the
Documents Incorporated
by Reference
section on the cover page, (b) furnish the information required under Part III, Item 10 through
Item 14, and (c) update Item 15 to reflect the exhibits filed with this Amendment.
Other than as set forth herein, this Amendment does not modify
or update the Original Filing in any way, and the parts or exhibits of the Original Filing which have not been modified or updated
are not included in this Amendment. This Amendment continues to speak as of the date of the Original Filing and the Corporation
has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Filing. Accordingly,
this Amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission
since the filing of the Original Filing, including amendments to those filings, if any.
This Amendment contains forward-looking statements that involve
risks and uncertainties. We wish to caution you that such risks and uncertainties could cause our actual results to be materially
different from those indicated by forward looking statements that we make from time to time in filings with the U.S. Securities
and Exchange Commission, news releases, reports, proxy statements, registration statements and other written communications as
well as oral forward looking statements made from time to time by our representatives. These risks and uncertainties include those
risks described in Item 1A and Item 7 of the Original Filing, as well as those forward looking statements contained in
this Amendment. Historical results are not necessarily an indication of the future results. Cautionary statements, including those
in the Original Filing and this Amendment discuss important factors that could cause our business, financial condition, operating
results and cash flows to be materially adversely affected. You should read the discussion and analysis contained in this Amendment
in conjunction with the risk factors, consolidated financial statements and related notes included with the Original Filing.
PART III
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
DIRECTORS
The following table sets forth the names and ages of our current
directors:
|
Name
|
|
Age
|
|
Position
|
|
David L. Belluck
|
|
54
|
|
Director and Chairman
|
|
Dennis Lacey
|
|
62
|
|
Director and Chief Executive Officer
|
|
Pavel Bouska
|
|
61
|
|
Director
|
|
Ian Bowles
|
|
50
|
|
Director
|
|
John Schaeffer
|
|
66
|
|
Director
|
|
Robert L. Scott
|
|
69
|
|
Director
|
Each director serves for a one-year term. Pursuant to the terms
of the Shareholders Agreement entered into as of December 19, 2011, Riverside Renewable Energy Investments, LLC (“Riverside”),
an indirect subsidiary of the private equity firm Riverside Partners, LLC, has the right to designate a certain number of individuals
for appointment or nomination to our board of directors, tied to its ownership of our Class A common stock, and Riverside
has agreed to vote their securities in favor of the election to our board of directors of these designated individuals. Currently,
Mr. Belluck serves on our board of directors as Riverside’s designee. Biographical information for each director, including
the years in which they began serving as directors and their positions with the Company, are set forth below.
DAVID L. BELLUCK—age 54—Chairman of
the Company’s Board of Directors.
Mr. Belluck has served as a director since June 2011. Since
1998, Mr. Belluck has been a General Partner of Riverside Partners, LLC, a Boston-based, private equity investment firm where
he has worked for the past 25 years. Mr. Belluck controls Riverside Partners III, LLC, which is the general partner of Riverside
Partners III, LP, which is the general partner of Riverside Fund III, LP. Riverside is a wholly-owned subsidiary of Riverside Fund
III, LP. and holds approximately 13.4% of the outstanding shares of our Class A common stock as of April 19, 2016. Mr. Belluck
also serves on the boards of directors of Loftware, R&D Altanova, Tegra Medical, Eliassen Group, Bioagilytix, Enovate, Allied
Dental and Dominion, and Healthdrive
.
Previously he served on the board of directors of Rudolph Technologies (NYSE: RTEC).
Mr. Belluck is a Vice-Chair of The Alliance for Business Leadership. Mr. Belluck graduated from Harvard Business School
with distinction and from Harvard College, magna cum laude.
Our board of directors believes that Mr. Belluck brings
to the board of directors significant strategic focus, business development and financial experience from his past business experience
with Riverside Partners, LLC.
DENNIS LACEY—age 62—Director and Chief
Executive Officer.
Mr. Lacey joined
the Company in February 2014 as Senior Vice President Finance and became the President of the Company’s Residential Solar
Division in April 2014 and the Company’s Chief Executive Officer in August 2014. He brings to his role as Chief Executive
Officer more than 25 years of executive financial management experience. Before joining the Company, Mr. Lacey served as the
Chief Financial Officer of Community Enhancement Group REIT, Inc., formed to invest in multi-family properties and acquire REIT
status, between May 2012 and February 2014. Between January 2010 and March 2012, Mr. Lacey served as Chief Financial Officer
and Vice President of Stream Global Services, a publicly-traded company providing business process outsourcing services. Between
September 2006 and December 2009, he was the head of capital markets for Republic Financial Corporation, a private investment firm
engaged in aircraft leasing and alternative asset management. Before that, Mr. Lacey held a number of senior executive positions
at Imperial Bancorp, a $6 billion publicly-traded commercial bank best known for its high-tech lending practice before it was acquired
by Comerica. At Imperial Bancorp, he served as Executive Vice President and Chief Financial Officer, President of the SBA Division,
and President of the Equipment Leasing Division. Mr. Lacey also served as President and Chief Executive Officer of Capital
Associates, a publicly traded equipment leasing company. He previously served as Chief Financial Officer of two multi-billion dollar
publicly-traded companies: TeleTech Holdings, Inc., one of the largest customer experience management companies in the United States,
and CKE Restaurants, Inc., an owner, operator and franchisor of popular brands in the quick-service restaurant industry. Earlier
in his career, Mr. Lacey was an audit partner at Coopers & Lybrand, an accounting firm.
Our board of directors
believes that Mr. Lacey brings to the board of directors significant senior leadership management, operational and financial experience.
PAVEL BOUSKA—age 61—Director.
Mr. Bouska has served as a director since September 2012.
Mr. Bouska has been an independent business consultant and President of WIT, LLC, a business development and technology integration
company, since 2006. From 2003 to 2006, he was the Chief Executive Officer and served as a director of ionSKY Inc., a wireless
Internet service provider. Between 1999 and 2003, Mr. Bouska served as Executive Vice President and Chief Information Officer
of Gaiam, Inc. (“Gaiam”), as Chief Executive Officer of Gaiam Energy Tech, Inc., the renewable energy division of Gaiam
that later became Real Goods Solar, and as a director of Gaiam.com, Inc., an e-commerce subsidiary of Gaiam. In addition, Mr. Bouska
served as a director of Gaiam between 1991 and 1999. From 1988 to 1999, he served as Chief Information Officer and Vice President,
Information Technology of Corporate Express, Inc., a corporate supplier, as it grew from $2.0 million of gross revenues to a Fortune
500 company. From 1985 to 1988 Mr. Bouska worked as project leader at sd&m, a software company in Munich, Germany. He
has experience with organization management and technology deployment in rapidly growing and changing environments, business unit
integrations, and mergers and acquisitions. From 2002 to 2012, Mr. Bouska has also served as President and chairman of the
Board of Sunshine Fire Protection District in Boulder, Colorado.
Our board of directors believes that Mr. Bouska brings
to the board of directors significant senior leadership, strategic focus, business development, and renewable energy experience.
IAN BOWLES —age 50 —Director.
Mr. Bowles has served as a director since December 2013. He
is Co-founder and Managing Director of WindSail Capital Group, a Boston-based investment firm providing growth capital to emerging
clean energy companies; a position he has held since March 2011. Mr. Bowles is also Senior Director of Albright Stonebridge
Group, a global strategy firm based in Washington, DC; a position he has held since February 2011. From January 2007 to January
2011, Bowles served as Secretary of Energy and Environmental Affairs of Massachusetts, during which time he oversaw all aspects
of energy and environmental regulation and policy in Massachusetts. Earlier in his career, Mr. Bowles served on the White
House staff for President Bill Clinton, holding the posts of Senior Director of Global Environmental Affairs at the National Security
Council and Associate Director of the White House Council on Environmental Quality.
Our board of directors believes that Mr. Bowles brings
to the board of directors significant strategic focus, regulatory and public policy expertise and financial and industry experience.
JOHN SCHAEFFER—age 66—Director.
Mr. Schaeffer has served as a director since 2008. In 1978,
Mr. Schaeffer founded Real Goods Trading Corporation, which he took public through a direct public offering in 1991. Between
1986 and 2008, Mr. Schaeffer served as either President or Chief Executive Officer of Real Goods Trading Corporation, which
was acquired by Gaiam and eventually spun off to become Real Goods Solar through an initial public offering. He served as our Chief
Executive Officer from January to November 2008, our President or Residential President thereafter through 2012 and our General
Manager, Retail and Distribution from January 2013 to July 2014. Mr. Schaeffer has been continually involved with Real Goods
Solar selling and marketing solar and renewable energy products for more than 37 years. In 1995, Mr. Schaeffer helped create
the Solar Living Center in Hopland, California, a state-of-the-art renewable energy and sustainability demonstration center. Mr. Schaeffer
has been honored with numerous awards for his environmental business practices, community involvement and his entrepreneurial successes.
As the founder of Real Goods Trading Corporation and based on
his extensive experience in the solar and renewable energy industries, our board of directors believes that Mr. Schaeffer
brings to the board of directors significant senior leadership, management, operational, brand marketing and industry experience.
ROBERT L. SCOTT—age 69—Director.
Mr. Scott has served as a director since June 2012. Mr. Scott
has advised and assisted a number of companies since retiring from Arthur Andersen, LLP as partner. From May to November 2009,
he served as the interim Chief Financial Officer of Square Two Financial (formerly, Collect America), a private consumer debt company,
assisting them with financial administration and transition to a permanent Chief Financial Officer. From 2004 to 2008, Mr. Scott
assisted Colorado Mountain Development, engaged in retail land sales primarily in Texas, to improve financial reporting and accounting
systems and help transition toward the sale and relocation of the business. During 2003 and 2004, Mr. Scott served as a consultant
to KRG Capital Partners, LLC, a Denver-based private equity firm, assisting them with due diligence investigations of certain target
companies. Mr. Scott joined Arthur Andersen, LLP, a public accounting firm, in 1970 and was admitted as partner in 1981, continuing
through his retirement in 2002. Within Arthur Andersen’s Audit & Business Advisory Group, Mr. Scott served
clients in numerous life cycle stages and industries including construction, venture capital, energy exploration and development,
manufacturing, cable and satellite television, software development, real estate and manufacturing.
Our board of directors believes that Mr. Scott brings to
the board of directors exceptional technical skills in accounting, internal controls, taxation, equity compensation, and public
company matters.
EXECUTIVE OFFICERS
The following table sets forth the names and ages of our current
executive officers:
|
Name
|
|
Age
|
|
Position
|
|
Dennis Lacey
|
|
62
|
|
Chief Executive Officer and Director
|
|
Alan Fine
|
|
62
|
|
Principal Financial Officer, General Manager Operations and Treasurer
|
|
Paul Anderson
|
|
56
|
|
Chief Administrative Officer, General Counsel and Secretary
|
|
Thomas Mannik
|
|
53
|
|
Principal Accounting Officer and Controller
|
Our executive officers are appointed annually by our board of
directors. Biographical information about Mr. Lacey is included herein under the heading “
DIRECTORS
.”
ALAN FINE—
age 62—
Mr. Fine
joined the Company in July 2014 as the Director of Commercial Accounting and Finance before he was named Treasurer and Principal
Accounting Officer in October 2014. He held this position until February 2016 when he was named as the Principal Financial
Officer and General Manager Operations. Before joining the Company, between August 2011 and June 2014, he served as the Chief
Financial Officer and Principal Accounting Officer of Roomlinx, Inc., a public company engaged in in-room guest entertainment systems
servicing the hospitality industry. From May 2008 to June 2011, Mr. Fine served as the Chief Financial Officer and Director
of Operations for Pearlstine Distributors, a privately held distributor of Anheuser Busch, Samuel Adams, Heineken, New Belgium
and other craft beers to the Charleston, South Carolina market. From November 1997 to May 2000, he served as the Vice President
of Finance at Colorado Greenhouse, an international producer of hydroponic tomatoes. Before that, Mr. Fine served as
the Chief Financial Officer of Gold Coast Beverage Distributors, a beer and water wholesaler serving Southern Florida, from May
1994 to July 1997. Mr. Fine has a Bachelor of Science degree in accounting from Loyola College of Maryland, a Bachelor
of Science degree in civil engineering from UMASS, Lowell and is a licensed certified public accountant in Pennsylvania.
PAUL
ANDERSON
—
age 56— Mr. Anderson joined the Company in August 2013 as the Director of
Business Development and was appointed Acting General Counsel in September 2014, Secretary in February 2015, General Counsel
in August 2015 and Chief Administrative Officer in February 2016. Before joining the Company, Mr. Anderson served as the Vice
President of Business Development and General Counsel of Syndicated Solar, Inc., a solar energy system developer, from March
2011 until it was acquired by the Company in August 2013. From October 2009 until March 2011, Mr. Anderson was an independent
consultant and attorney. Prior to that, Mr. Anderson held executive positions for companies including Adobe Systems, a
graphics and publishing software company. Openwave Systems a mobile software company, and Pulse Entertainment, a mobile and
internet software company. Mr. Anderson is a graduate of Stanford University and UCLA Law School and an active member of the
California Bar Association.
THOMAS MANNIK
—age 53— Mr. Mannik joined the
Company in May 2015 as Controller and the also became the Company’s Principal Accounting Officer in February 2016. Before
joining the Company, he served as Controller for Connectivity Wireless Solutions, a privately held in-building wireless solutions
integrator, from March 2013 to May 2015. From December 2010 to March 2013, Mr. Mannik served
as the Chief Financial Officer for Tangelo, a privately held startup developing interactive media technology. Prior to that Mr.
Mannik served as Chief Financial Officer for MadisonGrey Fund Services, a privately held startup
and award-winning hedge fund administrator, and Controller for EMCORE Corporation, a publicly traded solar and
fiber component manufacturing company. Mr. Mannik has a BBA degree in accounting from James Madison University
and a Masters of Taxation from the University of Denver, and is a licensed certified public accountant in Colorado.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors,
officers and shareholders who beneficially own more than 10% of the outstanding shares of our Class A common stock to file
with the U.S. Securities and Exchange Commission reports of ownership and changes in ownership of our Class A common stock
and other equity securities of our company. Our directors, officers and 10% holders are required by U.S. Securities and Exchange
Commission regulations to furnish us with copies of all of the Section 16(a) reports they file.
Based solely upon a review of the copies of the forms furnished
to us during or with respect to 2015 and the representations of our directors and executive officers that no additional filings
were required, we believe that Pavel Bouska filed one late report related to the acquisition of one stock option award and restricted
stock in consideration for director services. We believe that all other directors, executive officers and beneficial owners of
more than 10% of our common stock have filed with the Securities and Exchange Commission, on a timely basis, all reports required
to be filed under Section 16(a) of the Exchange Act.
CODE OF ETHICS
We have adopted a Code of Ethics applicable to our employees,
including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar
functions. We have posted a copy of our Code of Ethics on the Investor Relations section of our Internet website at http://investors.rgsenergy.com/governance.
Our full board of directors must approve in advance any waivers of the Code of Ethics. We will post any amendments or waivers from
our Code of Ethics that apply to our executive officers and directors on the “Code of Ethics” section of our Internet
website located at http://investors.rgsenergy.com/governance.
AUDIT COMMITTEE
Our board of directors has a separately designated standing
audit committee which has been established in accordance with section 3(a)(58)(A) of the Exchange Act. We have adopted a written
charter for the audit committee, which can be found in the Investor Relations section of our website at: http://investors.rgsenergy.com/governance. Our
audit committee currently consists of Pavel Bouska, David Belluck and Robert Scott and each member of the audit committee is independent
within the meaning of rules of the Nasdaq Stock Market. Mr. Scott serves as chairperson of the audit committee and is an “audit
committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. For the relevant experience of Mr.
Scott, please refer to his biography included under the heading “
DIRECTORS
” above. Our audit committee is responsible
for the appointment, compensation and oversight of our auditor and for approval of any non-audit services provided by the auditor.
Our audit committee also oversees (a) management’s maintenance of the reliability and integrity of our accounting policies
and financial reporting and disclosure practices; (b) management’s establishment and maintenance of processes to assure
that an adequate system of internal control over financial reporting is functioning; and (c) management’s establishment
and maintenance of processes to assure our compliance with all laws, regulations and company policies relating to financial reporting.
Item 11. Executive Compensation
Summary Compensation Table
The following table includes information concerning compensation
for each of the last two completed fiscal years for our principal executive officer, and the other named executive officers of
our company.
|
Name and Principal Position
|
|
Year
|
|
Salary (1)
|
|
|
Option
Awards (2)
|
|
|
Totals
|
|
|
Dennis Lacey (3)
|
|
2015
|
|
$
|
354,808
|
|
|
$
|
47,600
|
|
|
$
|
402,408
|
|
|
Chief Executive Officer and Director
|
|
2014
|
|
$
|
196,923
|
|
|
$
|
928,321
|
|
|
$
|
1,125,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan Fine (4)
|
|
2015
|
|
$
|
158,538
|
|
|
$
|
7,140
|
|
|
$
|
165,678
|
|
|
Principal Financial Officer, General Manager Operations and Treasurer
|
|
2014
|
|
$
|
55,673
|
|
|
$
|
53,378
|
|
|
$
|
109,051
|
|
|
|
(1)
|
The
Salary
column represents amounts earned during those years and, because of the timing of payments, do not represent
amounts paid during those years. The annual base salary rates for 2015 were $375,000 for Mr. Lacey, and $160,000 for Mr. Fine.
|
|
|
(2)
|
The amounts in the
Option Awards
column reflect the aggregated grant date fair value of awards granted during 2015
and 2014, all of which were computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of the aggregated
grant date fair value for these options are included in Note 12. Share-Based Compensation, to our audited financial statements
included in Item 8 of this Annual Report on Form 10-K. The terms of the options are described under the Outstanding Equity
Awards at Fiscal Year-End Table below.
|
|
|
(3)
|
Mr. Lacey commenced service as our Chief Executive Officer and director on August 18, 2014.
|
|
|
(4)
|
Mr. Fine commenced service as our Principal Accounting Officer on October 14, 2014 and was named the Principal Financial
Officer and General Manager Operations on February 3, 2016.
|
Outstanding Equity Awards at Fiscal Year-End
The following table includes certain information with respect
to unexercised options previously awarded to our executive officers named above in the Summary Compensation Table and outstanding
as of December 31, 2015.
|
|
|
Option Awards
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Underlying Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
|
Options (1)
|
|
|
Exercise
|
|
|
Expiration
|
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price (1)
|
|
|
Date (1)
|
|
Dennis Lacey
|
|
|
2,250
|
|
|
|
5,250
|
(2)
|
|
$
|
75.20
|
|
|
02/28/2021
|
|
|
|
|
550
|
|
|
|
1,950
|
(3)
|
|
$
|
44.20
|
|
|
07/17/2021
|
|
|
|
|
3,000
|
|
|
|
12,000
|
(4)
|
|
$
|
41.20
|
|
|
08/18/2021
|
|
|
|
|
4,000
|
|
|
|
16,000
|
(5)
|
|
$
|
2.38
|
|
|
06/30/2020
|
|
Alan Fine
|
|
|
165
|
|
|
|
585
|
(6)
|
|
$
|
53.00
|
|
|
07/07/2021
|
|
|
|
|
475
|
|
|
|
775
|
(7)
|
|
$
|
24.60
|
|
|
10/19/2021
|
|
|
|
|
600
|
|
|
|
2400
|
(8)
|
|
$
|
2.38
|
|
|
06/30/2020
|
|
(1)
|
The exercise price of the options is equal to the closing stock market price of our Class A common stock on the date of grant and the options expire seven years from the date of grant except as noted. For further information, see Footnote 12 to our audited financial statements for the year ended December 31, 2015, included in Item 8 of this Annual Report on Form 10-K.
|
|
(2)
|
The options vest over five years, 2% each month commencing on February 28, 2015.
|
|
(3)
|
The options vest over five years, 2% each month commencing on July 17, 2015.
|
|
(4)
|
The options vest over five years, 2% each month commencing on August 8, 2015.
|
|
(5)
|
25% of the options vested immediately upon grant, and the remaining 75% of the options vest over five years, 5% each quarter commencing on June 30 2015.
|
|
(6)
|
The options vest over five years, 2% each month commencing on July 7, 2015.
|
|
(7)
|
The options vest over five years, 2% each month commencing on October 19, 2015.
|
|
(8)
|
The options vest over five years, 5% each quarter commencing on June 30 2015.
|
Generally Available Benefit Programs
We maintain a tax-qualified 401(k) Plan, which provides for
broad-based employee participation. Our executive officers are eligible to participate in the 401(k) Plan on the same basis as
other employees. We do not provide defined benefit pension plans or defined contribution retirement plans to our executives or
other employees other than our 401(k) Plan described herein.
In fiscal 2015, our named executive officers were eligible to
receive the same health care coverage that was generally available to our other employees. Our benefit programs include medical,
dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance,
health and dependent care flexible spending accounts, business travel insurance, wellness programs (including chiropractic, massage
therapy, acupuncture, and fitness classes), relocation/expatriate programs and services, educational assistance, and certain other
benefits.
Our compensation committee believes that our 401(k) Plan and
the other generally available benefit programs allow us to remain competitive for employee talent, and that the availability of
the benefit programs generally enhances employee productivity and loyalty to us. The main objectives of our benefits programs are
to give our employees access to quality healthcare, financial protection from unforeseen events, assistance in achieving retirement
financial goals, and enhanced health and productivity, in full compliance with applicable legal requirements. Typically, these
generally available benefits do not specifically factor into decisions regarding an individual executive officer’s total
compensation or 2008 Long-Term Incentive Plan award package.
Stock Option Grant Timing Practices
Our compensation committee administers and grants awards under
our 2008 Long-Term Incentive Plan, and has granted to our chief executive officer the authority to make awards to our employees
that do not report directly to the chief executive officer. During fiscal 2015, our chief executive officer, compensation committee
and board of directors consistently applied the following guidelines for stock option grant timing practices:
|
|
•
|
New Employees
: stock option grants to new hires are effective on the first day of the new employee’s employment with us or upon approval by our chief executive officer, compensation committee or board of directors, as applicable, and the exercise price for the options is set at the closing price of our Class A common stock on that date.
|
|
|
•
|
Existing Employees
: stock option grants to existing employees are effective on the date that our chief executive officer, compensation committee or board of directors, as applicable, approves the grant, and the exercise price for the options is set at the closing price of our Class A common stock on that date.
|
Potential Payments Upon Termination or Change-in-Control
Our standard form of stock option agreement provides that option
vesting ceases upon termination of employment. A former employee may exercise vested options for 30 days (generally), three months
(upon retirement at or after normal retirement age) or one year (upon termination due to death or disability or within one year
after a change of control) after termination but in no event after the expiration term of the applicable option. 100% of unvested
options immediately vest upon the occurrence of a change of control.
Accounting and Tax Considerations
In designing our compensation programs, we take into consideration
the accounting and tax effect that each element will or may have on us and our executive officers and other employees. We aim to
keep the expense related to our compensation programs as a whole within certain affordability levels. When determining how to apportion
between differing elements of compensation, our goal is to meet our objectives while maintaining relative cost neutrality. For
instance, if we increase benefits under one program resulting in higher compensation expense, we may seek to decrease costs under
another program in order to avoid a compensation expense that is above the level then deemed affordable under existing circumstances.
For options, we recognize a charge to earnings for accounting purposes equally from the grant date until the end of the vesting
period.
We believe we have structured our compensation program to comply
with Internal Revenue Code Sections 162(m) and 409A. Under Section 162(m), a limitation is placed on tax deductions of any
publicly-held corporation for individual compensation to certain executives of such corporation exceeding $1 million in any taxable
year, unless the compensation is performance-based. If an executive is entitled to nonqualified deferred compensation benefits
that are subject to Section 409A, and such benefits do not comply with Section 409A, then the benefits are taxable in
the first year they are not subject to a substantial risk of forfeiture. In such case, the service provider is subject to regular
federal income tax, interest and an additional federal income tax of 20% of the benefit includible in income. We do not believe
we have individuals with non-performance based compensation paid in excess of the Internal Revenue Code Section 162(m) tax
deduction limit.
Director Compensation Policy
During 2015, directors who were not employees of our company
or its affiliates were each awarded options to purchase 2,500 shares of Class A Common Stock under the Company’s 2008 Long-Term
Incentive Plan and paid an annual retainer of $20,000 plus fees of $1,000 for each board meeting attended, $1,000 for each telephonic
meeting attended, $500 for each committee meeting attended and $500 for each telephonic committee meeting attended. Members of
each standing committee receive an annual fee of $7,500 and chairpersons of each standing committee receive an annual fee of $20,000,
with the exception of the nominating committee chairperson who received an annual fee of $10,000. It was agreed that each of the
annual retainers be paid half in cash and half in shares of Class A common stock.
Director Compensation Table
The following table provides compensation information for the
year ended December 31, 2015 for each director who served during 2015 and was compensated for his or her service other than
as a named executive officer.
|
Name
|
|
Fees
Earned
or Paid
in Cash
|
|
|
Stock
Awards (1)
|
|
|
Option
Awards (2)
|
|
|
Total
|
|
|
David Belluck
|
|
$
|
46,250
|
|
|
$
|
28,750
|
|
|
$
|
18,000
|
|
|
$
|
93,000
|
|
|
Pavel Bouska
|
|
$
|
30,750
|
|
|
$
|
13,750
|
|
|
$
|
18,000
|
|
|
$
|
62,500
|
|
|
Ian Bowles
|
|
$
|
32,000
|
|
|
$
|
17,500
|
|
|
$
|
18,000
|
|
|
$
|
67,500
|
|
|
Steven Kaufman (3)
|
|
$
|
23,000
|
|
|
$
|
10,000
|
|
|
$
|
18,000
|
|
|
$
|
51,000
|
|
|
John Schaeffer
|
|
$
|
20,000
|
|
|
$
|
10,000
|
|
|
$
|
18,000
|
|
|
$
|
48,000
|
|
|
Robert L. Scott
|
|
$
|
46,000
|
|
|
$
|
27,500
|
|
|
$
|
18,000
|
|
|
$
|
91,500
|
|
|
(1)
|
Amounts
in the
Stock Awards
column reflect the aggregated grant date fair value of awards granted during 2015, all of
which were computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of the aggregated grant date
fair value for these stock awards are included in Note 12. Share-Based Compensation, to our audited financial statements
included in Item 8 of this Annual Report on Form 10-K. The aggregate number of stock awards granted during
2015 were 3,994 for Mr. Belluck, 1,910 for Mr. Bouska, 2,431 for Mr. Bowles, 1,389 for Mr. Kaufman, 1,389 for Mr. Schaeffer
and 3,820 for Mr. Scott. Expense was included in Share based compensation expense on the consolidated balance sheet as of
December 31, 2015.
|
|
(2)
|
Amounts in the Option Awards column reflect the aggregated grant date fair value of awards granted during 2015, all of
which were computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of the aggregated grant date fair
value for these options are included in Note 12. Share-Based Compensation, to our audited financial statements included in Item
8 of this Annual Report on Form 10-K. The aggregate number of option awards granted during 2015 were 2,500 for Mr. Bouska, 2,500
for Mr. Bowles, 2,500 for Mr. Kaufman, 2,500 for Mr. Belluck, 2,500 for Mr. Scott, and 2,500 for Mr. Schaeffer.
|
|
(3)
|
Effective April 5, 2016, Mr. Kaufman resigned as a director of the Company.
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Equity Compensation Plan Information
The following table summarizes equity compensation plan information
for our Class A common stock as of December 31, 2015:
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding
options, warrants
and
rights
|
|
|
Weighted average
exercise price of
outstanding
options,
warrants and
rights
|
|
|
Number of securities
remaining available
For future issuance
under
equity compensation
plans
|
|
|
Equity compensation plans approved by security holders
|
|
|
146,979
|
|
|
$
|
25.24
|
|
|
|
1,697,182
|
|
|
Equity compensation plans not approved by security holders(1)
|
|
|
4,500
|
|
|
|
23.00
|
|
|
|
—
|
|
|
Total
|
|
|
151,479
|
|
|
$
|
25.24
|
|
|
|
1,697,182
|
|
|
|
(1)
|
Consists of a stand-alone grant made outside of the 2008 Long-Term Incentive Plan with substantially identical terms as grants
made under the 2008 Long-Term Incentive Plan.
|
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information
with respect to the beneficial ownership of our Class A common stock as of April 19, 2016 (except as noted) for (i) each person
(or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the outstanding
shares of our Class A common stock, (ii) each director, (iii) each executive officer named in the Summary Compensation Table above,
and (iv) all current directors and executive officers as a group. As of April 19, 2016, there were 12,561,943 shares of our Class
A common stock and no shares of our Class B common stock outstanding.
|
Name and Address of Beneficial Owner
|
|
Amount and
Nature of
Beneficial Ownership
(1)
|
|
|
Percent of Class
|
|
|
|
|
|
|
|
|
|
|
Riverside Renewable Energy Investments, LLC (2)
|
|
|
1,679.689
|
|
|
|
13.37
|
%
|
|
Hudson Bay Master Fund, Ltd. (3)
|
|
|
1,394,220
|
|
|
|
9.99
|
%
|
|
Dennis Lacey (4)
|
|
|
14,950
|
|
|
|
*
|
|
|
Alan Fine (5)
|
|
|
1,045
|
|
|
|
*
|
|
|
David L. Belluck (6)
|
|
|
1,686,600
|
|
|
|
13.42
|
%
|
|
Pavel Bouska (7)
|
|
|
4,827
|
|
|
|
*
|
|
|
Ian Bowles (8)
|
|
|
5,508
|
|
|
|
*
|
|
|
John Schaeffer (9)
|
|
|
2,931
|
|
|
|
*
|
|
|
Robert L. Scott (10)
|
|
|
8,831
|
|
|
|
*
|
|
|
All directors and executive officers as a group (9 persons) (11)
|
|
|
1,728,592
|
|
|
|
13.76
|
%
|
|
*
|
Indicates less than 1% ownership.
|
|
(1)
|
This table is based upon information supplied by officers, directors and principal shareholders directly to Real Goods Solar or on Schedules 13D and 13G and Forms 3, 4 and 5 filed with the SEC. All beneficial ownership is direct and the beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share amounts and percent of class include stock options exercisable and restricted stock vesting within 60 days after April 19, 2016.
|
|
(2)
|
According to a report on Schedule 13D filed with the SEC on July 24, 2015. David L. Belluck is the sole manager of Riverside, and as the sole manager, he may be deemed to beneficially own the securities. Mr. Belluck and Riverside share voting and investment power over these securities. The address for Riverside Renewable Energy Investments, LLC is c/o Riverside Renewable Energy Investments, LLC 699 Boylston Street, Boston, MA 02116.
|
|
(3)
|
Consists of shares
of our Class A common stock issuable (i) under our senior secured convertible notes due April 1, 2019 (the
“Notes”) (subject to a 9.99% beneficial ownership limitation; calculated using a
“Conversion Price” (as defined in the Notes) of $0.4297, the lowest conversion price
resulting from the deferred term “Conversion Price” as of April 19,
2016), and (ii) upon exercise of warrants that are currently exercisable (subject to either a 4.99%
or 9.99% beneficial ownership limitation), which together represent 9.99% of our outstanding
shares of Class A common stock as of April 19, 2016. Does not include additional shares of
Class A common stock issuable under the Notes and upon exercise of warrants because
the holder does not have the right to receive such shares if the holder, together with certain
attribution parties, would beneficially own in excess of 4.99% or 9.99%, as applicable, of
(i) the outstanding shares of our Class A common stock, and (ii) with respect to the Notes and
our series G warrants the holder does not have the right to receive more than its pro rata share of the maximum number
of shares of Class A common stock issuable pursuant to the terms of the Notes in compliance with the NASDAQ Listing
Rules before obtaining shareholder approval for issuance of shares in excess of such NASDAQ limitation. Hudson Bay
Capital Management, L.P., the investment manager of Hudson Bay Master Fund
Ltd., has voting and investment power over these securities. Sander
Gerber is the managing member of Hudson Bay Capital GP LLC, which
is the general partner of Hudson Bay Capital Management, L.P. Each of
Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership
over these securities. The address of Hudson Bay Master Fund Ltd. is
c/o Hudson Bay Capital Management LP, 777 Third Avenue, 30th Floor,
New York, NY 10017.
|
|
(4)
|
Consists of 13,950 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable and 1,000 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days after April 19, 2016.
|
|
(5)
|
Consists of 965 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable and 80 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days after April 19, 2016.
|
|
(6)
|
Consists of 1,679,689 shares of our Class A common stock beneficially owned by Riverside, 3,994 shares of our Class A common stock and 2,917 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable. Mr. Belluck is the sole manager of Riverside, and as the sole manager, he may be deemed to beneficially own the securities beneficially owned by Riverside. Mr. Belluck and Riverside share voting and investment power over the securities beneficially owned by Riverside.
|
|
(7)
|
Consists of 1,910 shares of our
Class A common stock and 2,917 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable.
|
|
(8)
|
Consists of 2,591 shares of our Class A common stock and 2,917 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable.
|
|
(9)
|
Consists of 1,889 shares of our Class A common stock and 1,042 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable.
|
|
(10)
|
Consists of 5,914 shares of our Class A common stock and 2,917 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable.
|
|
(11)
|
Includes Messrs. Lacey, Fine, Belluck, Bouska, Bowles, Schaeffer, and Scott and Paul Anderson, our Chief Administrative Officer, General Counsel and Secretary, and Thomas Mannik, our Principal Accounting Officer and Controller.
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Transactions
The following is a description of certain transactions involving
us and persons who are considered “related persons,” as such term is defined in Item 404 of Regulation S-K.
Following our initial public offering, we entered into,
among other agreements, the Industrial Building Lease, and Tax Sharing and Indemnification Agreement described below with
Gaiam. We also entered into a Registration Rights Agreement with Gaiam that we amended and restated in connection with the
Alteris transaction, as described below. Because these agreements were negotiated while we were a subsidiary of Gaiam, they
may not reflect terms as favorable as we might have obtained had these agreements been made with an unaffiliated third
party.
We believe that Gaiam was a “related person” when
we entered into the transactions with Gaiam described below but that Gaiam no longer is a “related person.” Up until
2013, Gaiam owned a significant portion of our Class A common stock. Until November 5, 2013, Gaiam was one of our creditors and
a party to the Shareholders Agreement with us and Riverside. Gaiam ceased to be a party to the Shareholders Agreement on November
5, 2013 and its right to designate individuals for appointment or nomination to our board of directors terminated at that time.
As of April 19, 2016, Riverside owned
approximately 13.4% of our Class A common stock. Up until June 25, 2015, an affiliate of Riverside was one of our secured creditors.
Pursuant to the terms of a Shareholders Agreement, Riverside has the right to designate a certain number of individuals for appointment
or nomination to our board of directors, tied to its ownership of our Class A common stock. Currently, David Belluck serves as Riverside’s nominees on our board of directors.
Industrial Building Lease
On December 19, 2011, we entered into a five year facility lease
with Gaiam for office space located in one of Gaiam’s owned buildings in Colorado that commenced January 1, 2012 and provided
for a monthly rent payment of approximately $47,000. During 2015 and 2014, we paid Gaiam an aggregate of $563,000 and $520,000;
respectively.
Tax Sharing and Indemnification Agreement
Our Tax Sharing and Indemnification Agreement with Gaiam generally
governs Gaiam’s and our rights, responsibilities, and obligations with respect to taxes. Under the Tax Sharing and Indemnification
Agreement, we expect, with certain exceptions, that we will generally be responsible for the payment of all income and non-income
taxes attributable to our operations and the operations of our direct and indirect subsidiaries, whether or not such tax liability
is reflected on a consolidated or combined tax return filed by Gaiam. Under the Tax Sharing and Indemnification Agreement, we will
be required to distribute to Gaiam the tax effect of any tax credit and loss carryforwards we become entitled to use that were
created prior to our initial public offering. In addition, we generally will be responsible for a portion of any additional taxes
that are required to be paid for periods prior to the initial public offering as a result of a tax audit. The Tax Sharing and Indemnification
Agreement also sets forth the respective rights, responsibilities and obligations between Gaiam and us with respect to the filing
of tax returns, the administration of tax contests, assistance and cooperation and other tax matters. Under the Tax Sharing and
Indemnification Agreement, we and Gaiam will each indemnify and hold harmless the other from and against any breach by a party
of any representation, covenant, statement, promise or obligation of that party under this agreement. In addition, we will indemnify
and hold harmless Gaiam from and against any liability under Section 355(e) of the Internal Revenue Code as a result of any action
or failure to act by us, our directors, officers, or authorized agents. These indemnity obligations continue indefinitely, subject
to any applicable statutes of limitations. On December 19, 2011 we entered into a First Amendment to Tax Sharing Agreement with
Gaiam governing periods after the amendment date. The amendment carves out from the agreement tax items of the Alteris group that
arose before our acquisition of Alteris and also clarifies how the true up of tax benefits works.
Registration Rights Agreement
Under our Amended and Restated Registration Rights Agreement
with Riverside, Riverside (or its permitted transferee) has the right to require us to register with the Securities and Exchange
Commission all or any portion of its Class A common stock so that those shares may be publicly resold, or to include such
shares in any registration statement we file, subject to certain exceptions, conditions and limitations. These rights include demand
registration rights, Form S-3 registration rights and “piggyback” registration rights, in each case on and subject
to the terms and conditions identified in the Amended and Restated Registration Rights Agreement. We will generally pay all expenses,
other than underwriting discounts and commissions, relating to all demand registrations, Form S-3 registrations and piggyback registrations.
These registration rights terminate when Riverside can sell all of its registrable securities during any 90-day period pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended, or the Securities Act, or pursuant to another similar exception.
However, if a holder owns more than 10% of our outstanding securities, Riverside shall continue to have registration rights until
such time as all of the holder’s securities may be sold pursuant to Rule 144 or such holder owns less than 10% of our outstanding
securities. The resale of these shares in the public market upon exercise of those registration rights could adversely affect the
market price of our common stock.
December 2011 Loan Commitment under Shareholders Agreement
and Subsequent Conversion Agreement
Upon the closing of the Alteris transaction on December 19,
2011 and pursuant to the terms of the Shareholders Agreement with Riverside, we received commitments from Riverside to loan us
up to $3.15 million. Riverside, through Riverside Fund III, L.P., an affiliated entity, funded $3.0 million of its loan commitment
on May 4, 2012 and the remaining $150,000 on June 20, 2012.
As of December 31, 2014, we owed $3.15 million and $0.9 million
of principal and accrued interest, respectively, to Riverside on its loans. We paid approximately $0.1 million of interest on Riverside’s
loans during 2014. We did not pay any interest on the Riverside loans during prior periods.
On June 24, 2015, we entered into a Conversion Agreement with
Riverside Fund III, L.P., pursuant to which the full amount payable under the Riverside loans, $4,238,030.42, was converted into
a total of 1,288,156 shares of the Company’s Class A common stock at a price of $3.29 per share at the closing on June 25,
2015. The conversion ratio was determined based on the closing market price of our Class A common stock on the date of the Conversion
Agreement. The shares of our Class A common stock issued in the conversion were subsequently registered pursuant to a registration
statement on Form S-3, registration No. 333-206271, which became effective August 20, 2015.
November 2012 Loan Commitment
On November 13, 2012, we entered into a Loan Commitment with
Riverside (and also Gaiam; we repaid all amounts owed to Gaiam under the Loan Commitment on November 5, 2013) pursuant to which
Riverside agreed to advance to us up to an additional $1.0 million in cash upon request from us until March 31, 2013.
On December 13, 2012, Riverside advanced us $1.0 million in
cash pursuant to the Loan Commitment. While outstanding, the loan was represented by a promissory note and bore interest at an
annual rate of 10% per year, payable at maturity. The original maturity date of this loan was April 26, 2013, which was extended
until April 26, 2014.
On May 1, 2014, we repaid all our outstanding indebtedness owed
to Riverside under this loan (as amended pursuant to an amended and restated promissory note). As of the date of repayment, we
owed Riverside principal and accrued interest of $1.1 million.
Sale of Retail/Catalog Segment and Property Located in Hopland,
CA
On December 3, 2014, we and our wholly-owned
subsidiaries Real Goods Energy Tech, Inc. and Real Goods Trading Corporation, as sellers, entered into a Purchase and Sale Agreement
with John Schaeffer and Nancy Hensley, as trustees of the John Schaeffer and Nancy Hensley Living Trust, and RGTC, Inc., as purchasers,
pursuant to which the sellers agreed to sell to the purchasers our retail and catalog business (the “Hopland Business”)
for $1.0 million. We completed the sale of the Hopland Business on December 5, 2014.
The agreement provides that in the
event the purchasers sell the Hopland Business or the associated real property within 18 months following the closing date, the
purchasers shall pay to the sellers 50% of the net profits realized. In the event the purchasers sell the Hopland Business or the
associated real property between 18 and 36 months following the closing date, the purchasers shall pay to the sellers 25% of the
net profits realized.
Mr. Schaeffer has served as one of our directors since 2008
and served as an officer or executive of RGS Energy or the Hopland Business from 1986 until July 2014. Ms. Hensley is Mr. Schaeffer’s
spouse. RGTC, Inc. is wholly-owned by Ms. Hensley and the John Schaeffer and Nancy Hensley Living Trust.
Transactions with Hudson Bay
On April 1, 2016, we sold $6.0 million in principal amount of senior
secured convertible notes due on April 1, 2019 (the “Notes”) and Series G warrants to purchase a fraction of a shares
of our Class A common stock to Hudson Bay Master Fund, Ltd. (“Hudson Bay”) as part of a private placement of Notes
and Series G warrants in an aggregate amount of $10.0 million. As a result of the purchase of the Notes, Hudson Bay currently beneficially
owns up to 9.99% of our outstanding Class A common stock. The Notes bear interest at 8% per annum (or 18% per annum during an event
of default). As of April 19, 2016, we have not made any payments of principal or interest on any of the Notes. The April 2016 offering
and the terms of the Notes and the Series G warrants are described in our Current Report on Form 8-K filed on April 1, 2016, as
amended, and this description is incorporated herein by reference.
On February 26, 2015, we sold $2,750,000 of units to Hudson
Bay as part of an offering of an aggregate amount of $3,500,000 of units. Each unit consisted of: (i) one share of Class A
common stock; (ii) a Series A warrant to purchase shares of Class A common stock equal to 50% of the sum of the number of
shares of Class A common stock purchased as part of the units plus, if applicable, the number of shares of Class A common
stock issuable upon exercise in full of the Series E warrants described below; (iii) a Series B warrant to purchase shares of
Class A common stock for a “stated amount” (as described in the offering document); (iv) a Series C warrant to
purchase up to 50% of that number of shares of Class A common stock actually issued upon exercise of the Series B warrant;
and (v) a Series D warrant to purchase additional shares of Class A common stock in an amount determined on a future reset
date after the issuance of the Series D warrant. In addition, investors that would beneficially own in excess of 4.99% of the
number of shares of Class A common stock outstanding immediately before the offering received a Series E warrant to purchase
the balance of the shares of Class A common stock above that amount. After adjusting for our one-for-twenty reverse stock
split effective May 17, 2015, Hudson Bay received 135,000 shares of our Class A common stock, Series A warrants to purchase
137,500 Class A common stock, a Series B warrant to purchase $6,285,714 of Class A common stock at the price described in the
offering document, a Series D warrant which resulted in Hudson Bay receiving 294,908 additional shares of Class A common
stock, and a Series E warrant to purchase 140,000 shares of Class A common stock (after adjusting for our one-for-twenty
reverse stock split effective May 17, 2015). As a result of the subsequent exercise of its Series B warrants between February 26,
2015 and June 10, 2015, Hudson Bay also received Series C warrants to purchase 943,903 shares of Class A common stock.
Between February 26, 2015 and June 10, 2015 we received a total of $9,010,714 from Hudson Bay from the purchase of units in
the offering and the subsequent exercise of Series B warrants. The February 2015 offering and the terms of the Series A, B,
C, D and E warrants are described in our Current Report on Form 8-K filed on February 24, 2015 and February 27, 2015 and
these descriptions are incorporated herein by reference.
On June 25, 2015, we entered into
separate Exchange Agreements (each, an “Exchange Agreement”) with Hudson Bay and another holder of our Series A warrants
and Series C warrants (together, the “Exchange Warrants”) originally issued in February 2015, pursuant to which we
agreed to exchange all the Exchange Warrants for shares of our Class A common stock. As a result of the Exchange Agreement,
Hudson Bay exchanged 1,081,403 Exchange Warrant shares for 1,243,614 shares of Class A common stock between July 1, 2015 and July
7, 2015. The exchange and the terms of the Exchange Agreement are described in our Current Report on Form 8-K filed on June 26,
2015, as amended, and this description incorporated herein by reference.
On June 30, 2015, we sold $3,900,000
of units to Hudson Bay as part of an offering of an aggregate amount of $5 million of units. Each units consisted of one share
of Class A common stock and one Series F warrant to purchase 30% of one share of Class A common stock. We sold the units at an
initial purchase price of $3.65 per unit. The number of shares of Class A common stock issued in the offering and the exercise
price of the Series F warrants were subject to a one-time reset adjustment. On July 9, 2015, as a result of the reset adjustment,
the number of shares of Class A common stock issued in the offering was increased based on a $1.2432 per share purchase price and
the exercise price of the Series F warrants was adjusted to $1.2432 per share and additional shares of Class A common stock
were delivered to the investors from an escrow account established with our transfer agent. As a result of the June 2015 offering,
Hudson Bay received an aggregate of 3,137,066 shares of our Class A common stock and Series F warrants to purchase 320,548 shares
of our Class A common stock. The June 2015 offering and the terms of the Series G warrants are described in our Current Reports
on Form 8-K filed on June 26, 2015 and July 1, 2015 and these descriptions are incorporated herein by reference.
Our Policies Regarding Review, Approval or Ratification of
Related-Party Transactions
Any related-party transaction is reviewed by disinterested members
of management and, if material, by disinterested members of our board of directors or a committee thereof to ensure that the transaction
reflects terms that are at least as favorable for us as we would expect in a similar transaction negotiated at arm’s length
by unrelated parties.
DIRECTOR INDEPENDENCE
Our board of directors currently consists of six members and
meets regularly during the year. Our board of directors has determined that each of Messrs. Belluck, Bouska, Bowles, Schaeffer
and Scott are independent as defined by the listing standards of the Nasdaq Stock Market. Membership on our audit committee and
compensation committee is limited to independent directors within the meaning of the Nasdaq Marketplace Rule.
|
Item 14.
|
Principal Accounting Fees and Services
|
Effective April 13, 2015, our
audit committee approved a resolution to retain Hein & Associates LLP as our new independent accountants engaged as the
principal accountant to audit the our financial statements for the fiscal year ending December 31, 2015.
The following table presents fees billed for professional accounting
fees and services rendered for the year ended December 31, 2015 from our principal accounting firm Hein & Associates as well
as remaining expenses paid to our former principal accounting firm EKS&H; and to EKS&H, and to UHY for professional accounting
fees and services rendered in connection with the acquisition of Mercury Solar Systems December 31, 2014.:
|
Audit and Non-Audit Fees (in $000's)
|
|
2015
|
|
|
2014
|
|
|
|
|
Hein
|
|
|
EKS&H
|
|
|
Totals
|
|
|
EKS&H
|
|
|
UHY
|
|
|
Totals
|
|
|
Audit fees (1)
|
|
$
|
272
|
|
|
$
|
-
|
|
|
$
|
272
|
|
|
$
|
266
|
|
|
$
|
-
|
|
|
$
|
266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit related fees (2)
|
|
|
2
|
|
|
|
5
|
|
|
|
7
|
|
|
|
343
|
|
|
|
63
|
|
|
|
406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax fees (3)
|
|
|
33
|
|
|
|
-
|
|
|
|
33
|
|
|
|
8
|
|
|
|
27
|
|
|
|
35
|
|
|
Totals
|
|
$
|
307
|
|
|
$
|
5
|
|
|
$
|
312
|
|
|
$
|
617
|
|
|
$
|
90
|
|
|
$
|
707
|
|
|
(1)
|
Audit fees are fees that were charged for the audit of our annual financial statements included in our annual report on Form 10-K and review of unaudited financial statements included in our quarterly reports on Form 10-Q; for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements; and all costs and expenses in connection with the above.
|
|
|
(2)
|
Audit related fees consisted of accounting consultations and additional audit procedures in connection with a business acquisition
and related filings.
|
|
|
(3)
|
Tax fees represent tax advice and tax compliance services primarily in connection with a business acquisition and other transactions.
|
In accordance with the policies of our audit committee and legal
requirements, all services to be provided by our independent registered public accounting firm are pre-approved by our audit committee.
For 2015, our audit committee pre-approved all such services. Pre-approved services include audit services, audit-related services,
tax services and other services. In some cases, pre-approval is provided by the full audit committee for up to one year, and such
services relate to a particular defined task or scope of work and are subject to a specific budget. In other cases, the chairperson
of our audit committee has the delegated authority from our audit committee to pre-approve additional services, and such action
is then communicated to the full audit committee at the next audit committee meeting. To avoid certain potential conflicts of interest,
the law prohibits a publicly traded company from obtaining certain non-audit services from its auditing firm. If we need such services,
we obtain them from other service providers.