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 |
(Commission File Number) |
(I.R.S. Employer Identification |
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.”
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. |
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a California Corporation |
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Dated: |
November 19, 2013 |
/s/ Charlotte Xi |
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Charlotte Xi |
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President and Global Chief Operating Officer and |
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Interim Chief Financial Officer |
3
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) |
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September 30, |
|
December 31, |
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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) |
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For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
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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