0001157523-13-005552.txt : 20131119 0001157523-13-005552.hdr.sgml : 20131119 20131119160546 ACCESSION NUMBER: 0001157523-13-005552 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131119 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131119 DATE AS OF CHANGE: 20131119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Solar Power, Inc. CENTRAL INDEX KEY: 0001210618 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 204956638 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50142 FILM NUMBER: 131230065 BUSINESS ADDRESS: STREET 1: 3300 DOUGLAS BLVD., SUITE 360 CITY: ROSEVILLE STATE: CA ZIP: 95661-3888 BUSINESS PHONE: 916-770-8100 MAIL ADDRESS: STREET 1: 3300 DOUGLAS BLVD., SUITE 360 CITY: ROSEVILLE STATE: CA ZIP: 95661-3888 FORMER COMPANY: FORMER CONFORMED NAME: WELUND FUND INC DATE OF NAME CHANGE: 20021216 8-K 1 a50754270.htm SOLAR POWER, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2013

SOLAR POWER, INC.
(Exact name of registrant as specified in its charter)

California

000-50142

20-4956638

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification
No.)


3300 Douglas Boulevard, Suite # 360
Roseville, California 95661-3888
(Address and telephone number of principal executive offices) (Zip Code)

(916)  770-8100
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

On November 19, 2013, Solar Power, Inc. issued a press release announcing its financial results for the third quarter of fiscal 2013.  The full text of the press release is attached hereto as Exhibit 99.1 to this Report and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1.     Press Release, dated November 19, 2013, entitled “SPI Solar Announces Third-Quarter 2013 Financial Results.”

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SOLAR POWER, INC.

a California Corporation

 

Dated:

November 19, 2013

/s/ Charlotte Xi

Charlotte Xi

President and Global Chief Operating Officer and

Interim Chief Financial Officer

3

EX-99.1 2 a50754270-ex991.htm EXHIBIT 99.1

Exhibit 99.1

SPI Solar Announces Third-Quarter 2013 Financial Results

ROSEVILLE, Calif.--(BUSINESS WIRE)--November 19, 2013--SPI Solar (“SPI”) (SOPW:OTCBB), a vertically-integrated photovoltaic (“PV”) solar developer, today announced its results for the third quarter ended September 30, 2013.

Total net sales for the third quarter of 2013 were $21.2 million, up from $4.2 million the prior quarter. For the third quarter of 2012, SPI Solar reported total net sales of $36.2 million. The sequential improvement in total net sales was primarily the result of the completion of a Greece project and resumption of construction starts with KDC Solar in New Jersey for the previously announced Imclone project. While these projects have begun to move forward, prospects for new projects beyond the current pipeline continue to be impacted by financial lending and solar industry conditions in general.

“We are pleased with our Q3 total net sales, which reflects our operational progress in completing a Greece project and resuming projects in New Jersey, while we work to resolve financing issues for these and other facilities in our pipeline,” said Charlotte Xi, president and global chief operating officer and interim chief financial officer. “The company is also preparing to reintroduce its YES! brand of high quality, low cost solar kits for residential deployment. We believe that YES! has the long-term potential to better diversify our business in the future, help mitigate the volatility in our quarterly EPC net sales, and allow SPI Solar to harness emerging growth prospects in the residential solar sector.”

Total cost of goods sold for the third quarter of 2013 was $22.1 million, compared with $31.0 million for the third quarter of 2012. The gross loss was $0.8 million due to higher EPC costs for a Greece project completed in this quarter.

Total operating expenses for the third quarter of 2013 were $3.4 million, compared with $10.4 million for the third quarter of 2012. The overall decline in operating expenses reflected the continued cost-reduction measures the company has undertaken to improve its financial results.


Net loss for the third quarter of 2013 was $3.5 million, or ($0.02) per basic and diluted share. This compared with a net loss of $7.2 million, or ($0.04) per basic and diluted share, for the third quarter of 2012.

Cash and cash equivalents at September 30, 2013 were $0.9 million, compared with $17.8 million at December 31, 2012. While short-term cash continues to be constrained, the company has large amounts of accounts receivables from customers awaiting bank debt term- financing for SPI-constructed and commissioned projects in Greece and New Jersey. Based on recent discussions with China Development Bank (CDB), SPI Solar currently believes that CDB may reinstate financing for the company’s global EPC business developed by SPI Solar.

“We are encouraged by our ongoing dialogue with CDB and are hopeful that this will result in the reinstatement of financing for current and future projects,” said Min Xiahou, global chief executive officer of SPI. “In addition, as overall conditions in the solar industry and for SPI Solar improve -- particularly for the availability of financing -- we are excited by the potential to build out projects that we own in Hawaii while exploring how SPI Solar may seek additional business opportunities in China under the new management team.”

Business Outlook:

As noted in SPI Solar’s fourth-quarter 2012 news release on April 3, 2013, due to difficult solar industry conditions in general, company-specific issues related to structuring third-party project financing, and delays in construction starts and completions, SPI Solar believes that providing a business outlook is not meaningful at this time. While the company will continue to file financial reports and issue earnings releases, it will not during the near term hold quarterly earnings teleconferences. Should circumstances change or the markets become more predictable, SPI Solar will update investors through its reports and may reinstitute quarterly earnings teleconferences.


About SPI Solar (SOPW:OTCBB):

SPI Solar (“SPI”) (Solar Power, Inc.) is a vertically integrated photovoltaic solar developer offering its own brand of high-quality, low-cost distributed generation and utility-scale solar energy facility development services. From project development, to project financing and to post-construction asset management, SPI delivers turnkey world-class photovoltaic solar energy facilities to its business, government and utility customers. For additional information visit: www.spisolar.com.

Safe Harbor Statement:

This release may contain certain “forward-looking statements” relating to the business of SPI Solar, its subsidiaries and the solar industry, which can be identified by the use of forward-looking terminology such as “believes", “expects” or similar expressions. These statements involve known and unknown risks and uncertainties, including, but are not limited to, general business conditions, managing growth, and political and other business risk. All forward-looking statements are expressly qualified in their entirety by this cautionary statement and the risks and other factors detailed in the company's reports filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.


SOLAR POWER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

(unaudited)

 
 

September 30,
2013

 

 

December 31,
2012

ASSETS
Current assets:
Cash and cash equivalents $ 904 $ 17,823

Accounts receivable, net of allowance for doubtful accounts of $4,746 and $393, respectively

14,522 43,807
Accounts receivable, related party 8,039 11,858
Notes receivable 15,165 14,120

Costs and estimated earnings in excess of billings on uncompleted contracts

21,220 31,423
Construction in progress - 16,078
Inventories, net 1,239 1,618
Prepaid expenses and other current assets 5,766 4,267
Restricted cash   -   20
Total current assets 66,855 141,014
Intangible assets 1,275 1,703
Restricted cash 400 400
Accounts receivable, noncurrent 14,940 -
Notes receivable, noncurrent 30,547 -
Property, plant and equipment at cost, net 18,257 18,754
Other assets   647   958
Total assets $ 132,921 $ 162,829
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 11,845 $ 15,709
Accounts payable, related party 48,979 51,804
Lines of credit 6,558 10,877
Accrued liabilities 4,168 6,536
Billings in excess of costs and estimated earnings on uncompleted contracts 817 4,935
Billings in excess of costs and estimated earnings on uncompleted contracts, related party - 49
Loans payable and capital lease obligations   28,613   28,601
Total current liabilities 100,980 118,511
Financing and capital lease obligations, net of current portion 17,312 18,760
Other liabilities   1,425   1,436
Total liabilities   119,717   138,707
Commitments and contingencies - -
Stockholders’ equity:

Preferred stock, par $0.0001, 20,000,000 shares authorized; none issued and outstanding

- -
Common stock, par $0.0001, 250,000,000 shares authorized; 198,214,456 shares, issued and outstanding 20 20
Additional paid in capital 50,979 48,219
Accumulated other comprehensive loss (408 ) (287 )
Accumulated deficit   (37,387 )   (23,830 )
Total stockholders’ equity   13,204   24,122
Total liabilities and stockholders’ equity $ 132,921 $ 162,829
 

SOLAR POWER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for share and per share data)

(unaudited)

       
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2013 2012 2013 2012
Net sales:
Net sales $ 21,289 $ 23,762 $ 27,254 $ 53,482
Net sales, related party   -   12,470   -   33,473
 
Total net sales 21,289 36,232 27,254 86,955
Cost of goods sold:
Cost of goods sold 22,151 19,606 26,632 44,266
Cost of goods sold, related party - 11,410 - 31,002
Provision for losses on contracts   -   -   85   -
 
Total cost of goods sold   22,151   31,016   26,717   75,268
Gross profit (862) 5,216 537 11,687
Operating expenses:
General and administrative 2,668 3,214 11,619 8,688
Sales, marketing and customer service 376 1,600 1,554 4,604
Engineering, design and product 379 423 1,136 1,725
Impairment charge   -   5,178   -  

5,890

 
Total operating expenses   3,423   10,415   14,309   20,907
 
Operating loss (4,285 ) (5,199 ) (13,772 ) (9,220 )
Other income (expense):
Interest expense (1,085 ) (1,270 ) (3,098 ) (3,094 )
Interest income 1,333 741 2,723 2,022
Other income   331   165   578   290
 
Total other income (expense), net   579   (364 )   203   (782 )
 
Loss before income taxes (3,706 ) (5,563 ) (13,569 ) (10,002 )
(Benefit) provision for income taxes   (123)   1,645   (12)   419
 
Net loss $ (3,583) $ (7,208 ) $ (13,557 ) $ (10,421 )
 
Net loss per common share:
Basic and Diluted $ (0.02) $ (0.04 ) $ (0.07 ) $ (0.06 )
 
Weighted average number of common shares used in computing per share amounts:
Basic and Diluted 198,214,456 194,573,007 198,214,456 187,858,579

CONTACT:
Solar Power, Inc.
Charlotte Xi, 800-548-8767
President & Global COO, Interim CFO