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): May 28, 2014
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 |
3400 Douglas Boulevard, Suite # 285
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 May 28, 2014, Solar Power, Inc. issued a press release announcing its financial results for the first quarter of fiscal 2014. 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 May 28, 2014, entitled “SPI Solar Announces First-Quarter 2014 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: |
May 28, 2014 |
/s/ Roger Yu |
||
Roger Yu |
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Interim Chief Financial Officer |
3
Exhibit 99.1
SPI Solar Announces First-Quarter 2014 Financial Results
ROSEVILLE, Calif.--(BUSINESS WIRE)--May 28, 2014--SPI Solar (“SPI”) (SOPW:OTCBB), a vertically integrated photovoltaic solar developer, today announced its results for the first quarter ended March 31, 2014.
First-Quarter 2014 and Recent Updates:
“We are pleased with the significant progress we have made recently toward improving SPI Solar’s balance sheet,” said Min Xiahou, global chief executive officer of SPI. “Furthermore, we are encouraged by the commitment demonstrated by our investors in entering into a private placement, which should enhance our financial position once the transaction closes. These steps, coupled with the appointments of key executives Roger Yu and H.K. Cheong to lead SPI Solar financially and operationally, is expected to strengthen our strategy of uncovering solar business opportunities. One such opportunity is our Yes! solar initiative, which we believe should enable the company to harness emerging growth prospects in the residential solar sector in China,” continued Xiahou.
First-Quarter 2014 Results:
Total net sales for the first quarter of 2014 were $3.6 million, compared with $1.8 million for the first quarter of 2013. For the fourth quarter of 2013, SPI Solar reported total net sales of $15.4 million.
Total cost of goods sold for the first quarter of 2014 was $3.4 million, compared with $1.3 million for the first quarter of 2013. Total cost of goods sold for the fourth quarter of 2013 was $18.7 million.
Total operating expenses for the first quarter of 2014 were $1.3 million, compared with $3.4 million for the first quarter of 2013. Operating expenses for the fourth quarter of 2013 were $14.5 million.
Net loss for the first quarter of 2014, was $0.8 million, or ($0.00) per basic and diluted share. This compared with a net loss of $3.1 million, or ($0.02) per basic and diluted share, for the first quarter of 2013, and with a net loss of $18.7 million, or ($0.09) per basic and diluted share, including several one-time charges, for the fourth quarter of 2013.
Cash and cash equivalents at March 31, 2014 were $0.3 million, compared with $1.0 million at December 31, 2013.
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, the ability of SPI Solar to complete its private placement of shares of common stock, generate new EPC projects and its ability to obtain funding for such projects, 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) | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 272 | $ | 1,031 | ||||
Accounts receivable, net of allowance for doubtful accounts of $5,887 | 5,336 | 6,260 | ||||||
Accounts receivable, related party | 3,843 | 3,905 | ||||||
Notes receivable | 8,371 | 8,450 | ||||||
Inventories, net | 23 | 23 | ||||||
Prepaid expenses and other current assets | 4,831 | 4,458 | ||||||
Total current assets | 22,676 | 24,127 | ||||||
Intangible assets | 989 | 1,132 | ||||||
Restricted cash, net of current portion | 400 | 400 | ||||||
Accounts receivable, noncurrent | 12,749 | 12,349 | ||||||
Notes receivable, noncurrent | 13,668 | 13,668 | ||||||
Investment in affiliate | 7,536 | 7,536 | ||||||
Property, plant and equipment at cost, net | 11,489 | 11,752 | ||||||
Total assets | $ | 69,507 | $ | 70,964 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 3,493 | $ | 3,919 | ||||
Accounts payable, related party | 50,904 | 50,907 | ||||||
Line of credit | 4,250 | 4,250 | ||||||
Accrued liabilities | 737 | 741 | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 692 | 862 | ||||||
Total current liabilities | 60,076 | 60,679 | ||||||
Financing and capital lease obligations | 11,641 | 11,730 | ||||||
Other liabilities | 1,418 | 1,422 | ||||||
Total liabilities | 73,135 | 73,831 | ||||||
Commitments and contingencies | - | - | ||||||
Stockholders’ deficit: | ||||||||
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 | 53,591 | 53,376 | ||||||
Accumulated other comprehensive loss | (333 | ) | (189 | ) | ||||
Accumulated deficit | (56,906 | ) | (56,074 | ) | ||||
Total stockholders’ deficit | (3,628 | ) | (2,867 | ) | ||||
Total liabilities and stockholders’ deficit | $ | 69,507 | $ | 70,964 | ||||
SOLAR POWER, INC. | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
(In thousands, except for per share data) | ||||||||
(unaudited) | ||||||||
For the Three Months Ended | ||||||||
March 31, | ||||||||
2014 |
2013 | |||||||
Net sales | $ | 3,613 | $ | 1,766 | ||||
Total net sales | 3,613 | 1,766 | ||||||
Cost of goods sold | 3,416 | 1,287 | ||||||
Total cost of goods sold | 3,416 | 1,287 | ||||||
Gross profit | 197 | 479 | ||||||
Operating expenses: | ||||||||
General and administrative | 970 | 2,260 | ||||||
Sales, marketing and customer service | 317 | 739 | ||||||
Engineering, design and product management | - | 448 | ||||||
Total operating expenses | 1,287 | 3,447 | ||||||
Operating loss | (1,090 | ) | (2,968 | ) | ||||
Other (expense) income: | ||||||||
Interest expense | (122 | ) | (1,005 | ) | ||||
Interest income | 410 | 539 | ||||||
Other (expense) income, net | (30 | ) | 302 | |||||
Total other income (expense), net | 258 | (164 | ) | |||||
Loss before income taxes | (832 | ) | (3,132 | ) | ||||
Provision for income taxes | - | 9 | ||||||
Net loss | $ | (832 | ) | $ | (3,141 | ) | ||
Net loss per common share: | ||||||||
Basic and Diluted | $ | (0.00 | ) | $ | (0.02 | ) | ||
Weighted average number of common shares used in computing per share amounts: | ||||||||
Basic and Diluted | 198,214,456 | 198,214,456 |
CONTACT:
Solar Power, Inc.
Roger Yu, 800-548-8767