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Akeena Solar, Inc.

SEC Form 10-Q filed 2010-07-30 for the period ending 2010-06-30


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Selected tables from the SEC filing

Table 0

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Table of Contents
TABLE OF CONTENTS
2
3
4
5
6
18
27
27
28
29
34
35
36
Exhibit 3.4 Amended Certificate of Incorporation
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Row 0
    [0..0)   [0..0] (stub): 'PART I -FINANCIAL INFORMATION'

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Row 2
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    [0..0)   [0..0] (stub): 'Condensed Consolidated Statements of Operations'
    [3..3)   [1..1] ( num): '3'
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Row 8
    [0..0)   [0..0] (stub): 'Condensed Consolidated Statements of Changes in Stockholders Equity'
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    [0..0)   [0..0] (stub): 'Condensed Consolidated Statements of Cash Flows'
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    [0..0)   [0..0] (stub): 'Notes to Condensed Consolidated Financial Statements'
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    [0..0)   [0..0] (stub): 'Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.'
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Row 20
    [0..0)   [0..0] (stub): 'PART II - OTHER INFORMATION'

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    [0..0)   [0..0] (stub): 'Item 1. Legal Proceedings.'
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Row 24
    [0..0)   [0..0] (stub): 'Item 1A. Risk Factors.'
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Row 26
    [0..0)   [0..0] (stub): 'Item 5. Other Information.'
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Row 28
    [0..0)   [0..0] (stub): 'Item 6. Exhibits.'
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Row 30
    [0..0)   [0..0] (stub): 'SIGNATURES'
    [3..3)   [1..1] ( num): '36'
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    [0..0)   [0..0] (stub): 'Exhibit Index'

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Row 36
    [0..0)   [0..0] (stub): 'Exhibit 31.1 Section 302 Certification of CEO'
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Row 38
    [0..0)   [0..0] (stub): 'Exhibit 31.2 Section 302 Certification of CFO'
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Row 40
    [0..0)   [0..0] (stub): 'Exhibit 32.1 Section 906 Certification of CEO'
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Row 42
    [0..0)   [0..0] (stub): 'Exhibit 32.2 Section 906 Certification of CFO'
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Table attributes: balancesheet,incomestatement,cash

Table 1

Financial table in standard format

Table of Contents
PART I
- FINANCIAL INFORMATION
Item 1. Financial Statements.
AKEENA SOLAR, INC. (d/b/a WESTINGHOUSE SOLAR)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30,
2010
December31, 2009
Assets
Current assets:
Cash and cash equivalents
$ 4,925,389 $ 5,804,458
Accounts receivable, net
2,950,746 4,118,358
Other receivables
30,822 274,169
Inventory, net
6,150,290 5,491,074
Prepaid expenses and other current assets, net
1,781,153 1,197,430
Total current assets
15,838,400 16,885,489
Property and equipment, net
1,038,901 1,248,994
Goodwill
298,500 298,500
Other assets, net
409,920 151,338
Total assets
$ 17,585,721 $ 18,584,321
Liabilities and Stockholders Equity
Current liabilities:
Accounts payable
$ 4,531,082 $ 4,277,599
Customer rebate payable
2,374 60,106
Accrued liabilities
1,623,507 1,174,979
Accrued warranty
1,244,010 1,187,999
Common stock warrant liability
529,905 2,536,402
Deferred revenue
892,007 619,242
Current portion of capital lease obligations
10,959 18,086
Current portion of long-term debt
210,813 222,583
Total current liabilities
9,044,657 10,096,996
Capital lease obligations, less current portion
4,208 2,728
Long-term debt, less current portion
234,540 352,847
Other long-term liabilities
6,480 19,440
Total liabilities
9,289,885 10,472,011
Commitments, contingencies and subsequent events (Notes 16 and 17)
Stockholders equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 40,657,825 and 36,406,944 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively
40,658 36,407
Additional paid-in capital
64,965,686 59,897,553
Accumulated deficit
(56,710,508 ) (51,821,650 )
Total stockholders equity
8,295,836 8,112,310
Total liabilities and stockholders equity
$ 17,585,721 $ 18,584,321
Akeena Solar, Inc. CIK:1347452
Assets
Current assets:
Cash and cash equivalents$4,925,389$5,804,458
Accounts receivable, net2,950,7464,118,358
Other receivables30,822274,169
Inventory, net6,150,2905,491,074
Prepaid expenses and other current assets, net1,781,1531,197,430
Total current assets15,838,40016,885,489
Property and equipment, net1,038,9011,248,994
Goodwill298,500298,500
Other assets, net409,920151,338
Total assets$17,585,721$18,584,321
Liabilities and Stockholders Equity
Current liabilities:
Accounts payable$4,531,082$4,277,599
Customer rebate payable2,37460,106
Accrued liabilities1,623,5071,174,979
Accrued warranty1,244,0101,187,999
Common stock warrant liability529,9052,536,402
Deferred revenue892,007619,242
Current portion of capital lease obligations10,95918,086
Current portion of long-term debt210,813222,583
Total current liabilities9,044,65710,096,996
Capital lease obligations, less current portion4,2082,728
Long-term debt, less current portion234,540352,847
Other long-term liabilities6,48019,440
Total liabilities9,289,88510,472,011
Commitments, contingencies and subsequent events (Notes 16 and 17)
Stockholders equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 40,657,825 and 36,406,944 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively40,65836,407
Additional paid-in capital64,965,68659,897,553
Accumulated deficit(56,710,508)(51,821,650)
Total stockholders equity8,295,8368,112,310
Total liabilities and stockholders equity$17,585,721$18,584,321
Data column 1: Unable to interpret date in column header
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Table 2

Financial table in standard format

Table of Contents
AKEENA SOLAR, INC. (d/b/a WESTINGHOUSE SOLAR)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
ThreeMonthsEndedJune 30,
SixMonthsEndedJune 30,
2010
2009
2010
2009
Net revenue
$ 9,923,299 $ 5,905,360 $ 16,378,804 $ 13,499,950
Cost of goods sold
7,838,513 4,742,944 12,808,342 10,082,926
Gross profit
2,084,786 1,162,416 3,570,462 3,417,024
Operating expenses
Sales and marketing
2,003,035 1,481,788 3,692,341 3,135,909
General and administrative
3,442,565 2,845,813 6,567,016 6,907,219
Total operating expenses
5,445,600 4,327,601 10,259,357 10,043,128
Loss from operations
(3,360,814 ) (3,165,185 ) (6,688,895 ) (6,626,104 )
Other income (expense)
Interest income (expense), net
(3,987 ) 16,239 5,135 (60,302 )
Adjustment to the Fair Value of Common Stock Warrants
911,379 (1,536,755 ) 1,794,902 (3,078,519 )
Total other income (expense)
907,392 (1,520,516 ) 1,800,037 (3,138,821 )
Loss before provision for income taxes
(2,453,422 ) (4,685,701 ) (4,888,858 ) (9,764,925 )
Provision for income taxes
Net loss
$ (2,453,422 ) $ (4,685,701 ) $ (4,888,858 ) $ (9,764,925 )
Loss per common and common equivalent share:
Basic and diluted
$ (0.06 ) $ (0.14 ) $ (0.13 ) $ (0.31 )
Weighted average shares used in computing loss per common share:
Basic and diluted
38,199,845 31,800,509 37,160,726 30,495,063
Akeena Solar, Inc. CIK:1347452
Net revenue$9,923,299$5,905,360$16,378,804$13,499,950
Cost of goods sold7,838,5134,742,94412,808,34210,082,926
Gross profit2,084,7861,162,4163,570,4623,417,024
Operating expenses
Sales and marketing2,003,0351,481,7883,692,3413,135,909
General and administrative3,442,5652,845,8136,567,0166,907,219
Total operating expenses5,445,6004,327,60110,259,35710,043,128
Loss from operations(3,360,814)(3,165,185)(6,688,895)(6,626,104)
Other income (expense)
Interest income (expense), net(3,987)16,2395,135(60,302)
Adjustment to the Fair Value of Common Stock Warrants911,379(1,536,755)1,794,902(3,078,519)
Total other income (expense)907,392(1,520,516)1,800,037(3,138,821)
Loss before provision for income taxes(2,453,422)(4,685,701)(4,888,858)(9,764,925)
Provision for income taxes
Net loss$(2,453,422)$(4,685,701)$(4,888,858)$(9,764,925)
Loss per common and common equivalent share:
Basic and diluted$(0.06)$(0.14)$(0.13)$(0.31)
Weighted average shares used in computing loss per common share:
Basic and diluted38,199,84531,800,50937,160,72630,495,063
Data column 1: Unable to interpret date in column header
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Table 3

Financial table in standard format

Table of Contents
2. Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Revenue from installation of a system is recognized when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sales price is fixed or determinable, and (4) collection of the related receivable is reasonably assured. In general, we recognize revenue upon completion of a system installation for residential installations and we recognize revenue under the percentage-of-completion method for commercial installations. Revenue from our distribution business is recognized when a solar power system is shipped to a customer. Revenue recognition methods for revenue streams that fall under other categories are determined based on facts and circumstances.
Defective solar panels or inverters are covered under the manufacturer warranty. In the event that a panel or inverter needs to be replaced, we will assist the customer in replacing the defective item within the manufacturers warranty period (between 10 - 25 years). See the Manufacturer and installation warranties discussion below.
Deferred revenue consists of installations initiated but not completed within the reporting period.
Cash and Cash Equivalents
We consider all highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. We maintain cash and cash equivalents which consist principally of demand deposits with high credit quality financial institutions. At certain times, such amounts exceed FDIC insurance limits. We have not experienced any losses on these investments.
Manufacturer and Installation Warranties
We warrant our products for various periods against defects in material or installation workmanship and we provide a 5-year or a 10-year warranty on the installation of a system and all equipment and incidental supplies other than solar panels and inverters that are covered under the manufacturer warranty. The manufacturer warranties on solar panels and inverters range from 10 to 25years. We assist our customers in the event of a claim under the manufacturer warranty to replace a defected panel or inverter. We record a provision for the installation warranty, within cost of sales, based on our historical experience and our managements expectations of the probable future cost to be incurred in honoring our warranty commitment. The liability for the installation warranty of approximately $1.2 million at June 30, 2010 and Dec ember 31, 2009, is included within Accrued warranty in the accompanying condensed consolidated balance sheets.
The liability for the installation warranty consists of the following:
June 30, 2010(Unaudited)
December 31, 2009
Beginning accrued warranty balance (January 1)
$ 1,187,999 $ 1,056,655
Reduction for labor payments and claims made under the warranty
(125,451 ) (103,763 )
Accruals related to warranties issued during the period
181,462 235,107
Ending accrued warranty balance
$ 1,244,010 $ 1,187,999
Akeena Solar, Inc. CIK:1347452
2009-12-31
Data column 1: Unable to interpret date in column header

Table 4

Financial table in standard format

June 30, 2010(Unaudited)
December 31,
2009
Work in process
$
1,638,248
$
1,080,481
Finished goods
5,063,855
4,862,406
Less: provision for obsolete inventory
(551,813
)
(451,813
)
$
6,150,290
$
5,491,074
5. Note Receivable
During March 2009, we reached a resolution with a customer who had lost project funding for which we had recorded bad debt expense of $963,000 in the fourth quarter of 2008. The settlement resulted in us receiving a combination of cash, other consideration and a promissory note of $675,000. The $675,000 note receivable was reflected in prepaid expenses and other current assets, net, as of December 31, 2009, with a corresponding reserve of $675,000. In accordance with the terms of the note, the note was paid in full in March 2010 and the $675,000 reserve was reversed to bad debt expense reflected in general and administrative expenses in our consolidated statements of operations. As of June 30, 2010, we had no remaining note receivable.
6. Property and Equipment, Net
Property and equipment, net consist of the following:
June 30, 2010(Unaudited)
December 31, 2009
Vehicles
$ 1,400,011 $ 1,434,665
Office equipment
1,084,603 1,019,511
Leasehold improvements
257,955 245,547
Furniture and fixtures
96,186 96,186
2,838,755 2,795,909
Less: Accumulated depreciation and amortization
(1,799,854 ) (1,546,915 )
$ 1,038,901 $ 1,248,994
Akeena Solar, Inc. CIK:1347452
2009-12-31
Vehicles$1,400,011$1,434,665
Office equipment1,084,6031,019,511
Leasehold improvements257,955245,547
Furniture and fixtures96,18696,186
2,838,7552,795,909
Less: Accumulated depreciation and amortization(1,799,854)(1,546,915)
$1,038,901$1,248,994
Data column 1: Unable to interpret date in column header

Table 5

Financial table in standard format

Assets
Level 1
Level 2
Level 3
June 30,
2010
Fair value of cash equivalents
$
3,000,820
$
$
$
3,000,820
Total
$
3,000,820
$
$
$
3,000,820
Liabilities
Level 1
Level 2
Level 3
June 30,
2010
Fair value of common stock warrants
$
$
$
529,905
$
529,905
Accrued rent related to office closures
31,933
31,933
Total
$
$
$
561,838
$
561,838
Cash equivalents represent the fair value of our investment in a money market account as of June 30, 2010. A discussion of the valuation techniques used to measure fair value for the common stock warrants is in Note 11. The accrued rent relates to a non-cash charge for the closure of our Denver, Colorado location, calculated by discounting the future lease payments to their present value using a risk-free discount rate of 1.2%. The accrued rent is included within accrued liabilities and other long-term liabilities in our consolidated balance sheets.
The following table shows the changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended June 30, 2010:
Other Liabilities*
Common Stock Warrant Liability
Total Level 3
Beginning balance January 1, 2010
$ 107,110 $ 2,536,402 $ 2,643,512
Total realized and unrealized gains or losses
401 (1,794,902 ) (1,794,501 )
Purchases, sales, repayments, settlements and issuances, net
(75,578 ) (211,595 ) (287,173 )
Net transfers in and/or (out) of level 3
Ending balance June 30, 2010
$ 31,933 $ 529,905 $ 561,838
Akeena Solar, Inc. CIK:1347452
Data column 1: Unable to interpret date in column header
Data column 2: Unable to interpret date in column header
Data column 3: Unable to interpret date in column header

Table 6

Financial table in standard format

Table of Contents
On May 17, 2010, we entered into an exclusive worldwide agreement to manufacture, distribute, market and install our solar panels under the Westinghouse name.
On July 22, 2010, we announced that we will operate under the name Westinghouse Solar and, effective July 23, 2010 at the opening of the market, our stock began trading under the stock sumbol WEST on the NASDAQ Capital Market, and we are listed as Akeena Solar, Inc. (d/b/a Westinghouse Solar). Subject to shareholder approval, we plan in the future to formally change our corporate name to Westinghouse Solar, Inc. Our installation business in California will continue to operate under the name Akeena Solar.
Concentration of Risk
A large portion of our revenues and our accounts receivable is related to sales of our systems to SunRun, a company that offers home solar power as a monthly service for consumers. As one of the available financing alternatives, we sell and install residential solar power systems for certain homeowners through SunRun. SunRun pays us for the systems, owns the residential solar system and sells the electricity that is generated from that system for the homeowner. In the three months ended June 30, 2010 and 2009, $6.0 million and $1.8 million, respectively, of our net revenues were derived from SunRun, representing 60.7% and 29.9%, respectively, of our net revenues. In the six months ended June 30, 2010 and 2009, $10.7 million and $3.3 million, respectively, of our net revenues were derived from SunRun, representing 65.1% and 24.2%, respe ctively, of our net revenues. As of June 30, 2010 and December 31, 2009, we had $1.1 million and $1.4 million, respectively, in accounts receivable from SunRun, which represented 31.5% and 30.0%, respectively, of our gross accounts receivable.
Contingencies
A U.S. Federal Custom Agency ruling from the New York region (NY Ruling) from January 9, 2009 is imposing a 2.5% tariff on the solar module imports of one U.S. based solar company. The tariff classification ordered in the NY Ruling is different than the one historically used in the solar industry for module imports. However, we had reserved $124,000 under accrued liabilities in our condensed consolidated balance sheet as of December 31, 2009. On March 31, 2010, the U.S. Federal Custom Agency revoked the NY Ruling and determined that solar modules should be treated as duty free. As a result of this ruling, we reversed the $124,000 accrual in the first quarter ended March 31, 2010, and as of June 30, 2010, we had no remaining liability.
Three Months Ended June 30, 2010 as Compared to Three Months Ended June 30, 2009
Results of Operations
The following table sets forth, for the periods indicated, certain information related to our operations, expressed in dollars and as a percentage of net sales:
Three Months Ended June 30,
2010
2009
Net revenue
$ 9,923,299 100.0 % $ 5,905,360 100.0 %
Cost of goods sold
7,838,513 79.0 % 4,742,944 80.3 %
Gross profit
2,084,786 21.0 % 1,162,416 19.7 %
Operating expenses:
Sales and marketing
2,003,035 20.2 % 1,481,788 25.1 %
General and administrative
3,442,565 34.7 % 2,845,813 48.2 %
Total operating expenses
5,445,600 54.9 % 4,327,601 73.3 %
Loss from operations
(3,360,814 ) (33.9 )% (3,165,185 ) (53.6 )%
Other income (expense):
Interest income (expense), net
(3,987 ) 0.0 % 16,239 0.3 %
Unrealized gain (loss) on adjustment to the fair value of common stock warrants
911,379 9.2 % (1,536,755 ) (26.0 )%
Total other income (expense)
907,392 9.1 % (1,520,516 ) (25.7 )%
Loss before provision for income taxes
(2,453,422 ) (24.7 )% (4,685,701 ) (79.3 )%
Provision for income taxes
Net loss
$ (2,453,422 ) (24.7 )% $ (4,685,701 ) (79.3 )%
Loss per common and common equivalent share:
Basic and diluted
$ (0.06 ) $ (0.14 )
Akeena Solar, Inc. CIK:1347452
2010-03-30
to
2010-06-30
(3-months)
2010-03-30
to
2010-06-30
(3-months)
2010-03-30
to
2010-06-30
(3-months)
2009-03-30
to
2009-06-30
(3-months)
2009-03-30
to
2009-06-30
(3-months)
2009-03-30
to
2009-06-30
(3-months)
Net revenue$9,923,299100.0$5,905,360100.0
Cost of goods sold7,838,51379.04,742,94480.3
Gross profit2,084,78621.01,162,41619.7
Operating expenses:
Sales and marketing2,003,03520.21,481,78825.1
General and administrative3,442,56534.72,845,81348.2
Total operating expenses5,445,60054.94,327,60173.3
Loss from operations(3,360,814)(33.9(3,165,185)(53.6
Other income (expense):
Interest income (expense), net(3,987)0.016,2390.3
Unrealized gain (loss) on adjustment to the fair value of common stock warrants911,3799.2(1,536,755)(26.0
Total other income (expense)907,3929.1(1,520,516)(25.7
Loss before provision for income taxes(2,453,422)(24.7(4,685,701)(79.3
Provision for income taxes
Net loss$(2,453,422)(24.7$(4,685,701)(79.3
Loss per common and common equivalent share:
Basic and diluted$(0.06)$(0.14)

Table 7

Financial table in standard format

Table of Contents
Income taxes
During the three months ended June 30, 2010 and June 30, 2009, there was no income tax expense or benefit for federal and state income taxes reflected in our condensed consolidated statements of operations due to the our net loss and a valuation allowance on the resulting deferred tax asset.
Net loss
Net loss for the second quarter ended June 30, 2010 was $2.5 million, or $0.06 per share, compared to a net loss of $4.7 million, or $0.14 per share, for the second quarter ended June 30, 2009. Net loss for the second quarter ended June 30, 2010 included a favorable non-cash adjustment to the fair value of common stock warrants $911,000. Net loss for the second quarter ended June 30, 2009 included a non-cash charge of $1.5 million to reflect the fair value of common stock warrants. Excluding the adjustments to reflect the fair value of warrants, net loss for the second quarter ended June 30, 2010 would have been $3.4 million or $0.09 per share, compared to $3.1 million, or $0.10 per share, for the same period last year.
Six Months Ended June 30, 2010 as compared to Six Months Ended June 30, 2009
The following table sets forth, for the periods indicated, certain information related to our operations, expressed in dollars and as a percentage of net sales:
Six Months Ended June 30, 2010
2010
2009
Net revenue
$ 16,378,804 100.0 % $ 13,499,950 100.0 %
Cost of goods sold
12,808,342 78.2 % 10,082,926 74.7 %
Gross profit
3,570,462 21.8 % 3,417,024 25.3 %
Operating expenses:
Sales and marketing
3,692,341 22.5 % 3,135,909 23.2 %
General and administrative
6,567,016 40.1 % 6,907,219 51.2 %
Total operating expenses
10,259,357 62.6 % 10,043,128 74.4 %
Loss from operations
(6,688,895 ) (40.8 )% (6,626,104 ) (49.1 )%
Other income (expense):
Interest income (expense), net
5,135 0.0 % (60,302 ) (0.5 )%
Unrealized gain (loss) on adjustment to the fair value of common stock warrants
1,794,902 11.0 % (3,078,519 ) (22.8 )%
Total other income (expense)
1,800,037 11.0 % (3,138,821 ) (23.3 )%
Loss before provision for income taxes
(4,888,858 ) (29.8 )% (9,764,925 ) (72.3 )%
Provision for income taxes
0.0 % 0.0 %
Net loss
$ (4,888,858 ) (29.8 )% $ ( 9,764,925 ) (72.3 )%
Loss per common and common equivalent share:
Basic and diluted
$ (0.13 ) $ (0.31 )
Akeena Solar, Inc. CIK:1347452
2009-12-30
to
2010-06-30
(6-months)
Net revenue$16,378,804100.0$13,499,950100.0
Cost of goods sold12,808,34278.210,082,92674.7
Gross profit3,570,46221.83,417,02425.3
Operating expenses:
Sales and marketing3,692,34122.53,135,90923.2
General and administrative6,567,01640.16,907,21951.2
Total operating expenses10,259,35762.610,043,12874.4
Loss from operations(6,688,895)(40.8(6,626,104)(49.1
Other income (expense):
Interest income (expense), net5,1350.0(60,302)(0.5
Unrealized gain (loss) on adjustment to the fair value of common stock warrants1,794,90211.0(3,078,519)(22.8
Total other income (expense)1,800,03711.0(3,138,821)(23.3
Loss before provision for income taxes(4,888,858)(29.8(9,764,925)(72.3
Provision for income taxes0.00.0
Net loss$(4,888,858)(29.8$( 9,764,925)(72.3
Loss per common and common equivalent share:
Basic and diluted$(0.13)$(0.31)
Data column 1: "numyear" is ambiguous (2010 or 2010)
Data column 1: Unable to interpret date in column header
Data column 2: "numyear" is ambiguous (2010 or 2010)
Data column 2: Unable to interpret date in column header
Data column 4: "numyear" is ambiguous (2010 or 2009)
Data column 4: Unable to interpret date in column header
Data column 5: "numyear" is ambiguous (2010 or 2009)
Data column 5: Unable to interpret date in column header
Data column 6: "numyear" is ambiguous (2010 or 2009)
Data column 6: Unable to interpret date in column header

Original filing from SEC EDGAR system.