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): April 3, 2013
SOLAR POWER, INC.
(Exact name of registrant as specified in its charter)
California |
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000-50142 |
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20-4956638 |
(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
2240 Douglas Blvd., Suite 200
Roseville, California 95661-3875
(Address and telephone number of principal executive offices) (Zip Code)
(916) 770-8100
(Registrants 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 egistrant 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 April 3, 2013, Solar Power, Inc. (the Company) issued a press release announcing its results of operations and financial condition for the three and twelve months ended December 31, 2012. The full text of the press release is set forth in Exhibit 99.1 attached to this report and is incorporated by reference herein.
The information in this Current Report, including the exhibit attached hereto, is being furnished voluntarily as additional information by the Company and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press release dated April 3, 2013 |
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.
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SOLAR POWER, INC., a California Corporation | ||
Dated: April 3, 2013 |
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/s/ James R. Pekarsky | |
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James R. Pekarsky, Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
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Description |
99.1 |
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Press Release dated April 3, 2013 |
Exhibit 99.1
SPI Solar Announces Fourth-Quarter and Full-Year 2012 Financial Results
ROSEVILLE, Calif.April 3, 2013- SPI Solar (SPI) (SOPW:OTCBB), a vertically integrated photovoltaic (PV) solar developer, today announced its results for the fourth quarter and year ended December 31, 2012.
Fourth-Quarter 2012 Results:
Total net sales for the fourth quarter of 2012 were $13.0 million compared with $61.3 million for the fourth quarter of 2011, which included a $42.0 million solar panel shipment to KDC Solar LLC.
Total cost of goods sold for the fourth quarter of 2012 was $16.1 million compared with $53.3 million for the fourth quarter of 2011. Cost of goods sold for the fourth quarter of 2012 included $3.1 million in impairment charges due to $2.7 million in cost in excess of projected budgets on the Greek project portfolio and $0.4 million in impairment for inventory obsolescence.
Total operating expenses for the fourth quarter of 2012 were $11.4 million compared with $4.6 million for the fourth quarter of 2011. Operating expenses for the fourth quarter of 2012 included $3.1 million in non-recurring charges, $2.1 million of consulting and commission expenses related to the Companys Italian subsidiary, $1.1 million in audit-related expenses, and $0.1 million in impairment of an intangible asset due to a change in business strategy.
Net loss for the fourth quarter of 2012 was $15.2 million, or ($0.08) per basic and diluted share. This compared with net income of $3.8 million, or $0.02 per basic and diluted share, for the fourth quarter of 2011.
Full-Year 2012 Results:
As a reminder, the historical financials and comparisons noted below reflect the acquisition of Solar Green Technologies, the Companys Italian subsidiary, as required under U.S. GAAP accounting guidelines for a transfer of an entity under common control. As a result, excluded from the results of operations below are the results of legacy Solar Power, Inc. for the three months ended March 31, 2011, as follows: net sales of $5.8 million, cost of goods sold of $5.1 million, and operating expenses of $2.2 million.
For the year ended December 31, 2012, total net sales were $100.0 million, compared with $139.8 million for 2011. Gross profit for 2012 was $8.6 million, compared with $15.9 million for 2011.
For 2012, the Company reported total cost of goods sold of $91.4 million, compared with $123.9 million for 2011.
For 2012, the Company reported total operating expenses of $32.3 million, which included goodwill impairment and other charges of $6.0 million. This compared with total operating expenses of $13.7 million for 2011.
The Company recorded a net loss for 2012 of $25.6 million, or ($0.13) per basic and diluted share, compared with net income of $1.2 million, or $0.01 per basic and diluted share, for 2011.
Cash and cash equivalents at December 31, 2012 were $17.8 million, compared with $24.5 million at December 31, 2011.
10-K Filing Delay:
SPI Solar announced yesterday the delay in the filing of the Companys Annual Report on Form 10-K with the Securities and Exchange Commission for the year ended December 31, 2012 due to accounting issues related to its Italian operations and subsequent delays in completing the required consolidation under U.S. GAAP. The Company intends to file its Form 10-K for the period as soon as practicable.
Business Outlook:
The solar industry in general has gone through several fundamental shifts as a policy driven market, including but not limited to continued difficulty in structuring third party project financing whether debt or tax equity. In addition, the Company has experienced delays in construction starts and completions due to the impact on contractors and vendors in the industry. As such, the Company has recently determined that providing a business outlook would no longer be meaningful at this time, given the uncertainties around such projections that are beyond the Companys control. As such, although the Company will continue to file financial reports and issue earnings releases, it will not during the near term continue to hold quarterly earnings teleconferences or issue a business outlook. Should circumstances change or the markets become more predictable, we will update investors through our reports and may re-institute 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. Through the companys close relationship with LDK Solar, SPI extends the reach of its vertical integration from silicon to system. 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.
Contact:
Jim Pekarsky, CFO
Solar Power, Inc.
(415) 590-3803
- Financials Attached
SOLAR POWER, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data)
(unaudited)
December 31, |
December 31, |
|||||||
2012 |
2011 As Recast (1) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 17,823 | $ | 24,523 | ||||
Accounts receivable, net of allowance for doubtful accounts of $393 and $115, respectively |
56,086 | 71,335 | ||||||
Accounts receivable, related party |
11,858 | 24,584 | ||||||
Notes receivable |
14,120 | 5,862 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
31,423 | 10,132 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts, related party |
- | 360 | ||||||
Construction in progress |
16,078 | - | ||||||
Inventories, net |
1,618 | 7,949 | ||||||
Assets held for sale |
- | 11,777 | ||||||
Prepaid expenses and other current assets |
5,261 | 1,863 | ||||||
Restricted cash |
20 | 270 | ||||||
Total current assets |
154,287 | 158,655 | ||||||
Intangible assets |
1,703 | 2,565 | ||||||
Goodwill |
- | 5,178 | ||||||
Restricted cash |
400 | 688 | ||||||
Property, plant and equipment at cost, net |
18,755 | 14,081 | ||||||
Other assets |
205 | 83 | ||||||
Total assets |
$ | 175,350 | $ | 181,250 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 29,364 | $ | 11,913 | ||||
Accounts payable, related party |
50,480 | 62,215 | ||||||
Lines of credit |
10,877 | 11,554 | ||||||
Accrued liabilities |
7,581 | 3,107 | ||||||
Income taxes payable |
- | 553 | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts |
4,935 | 955 | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts, related party |
49 | 2,992 | ||||||
Loans payable and capital lease obligations |
28,478 | 4,319 | ||||||
Total current liabilities |
131,764 | 97,608 | ||||||
Financing and capital lease obligations, net of current portion |
18,876 | 33,116 | ||||||
Other liabilities |
1,337 | 1,479 | ||||||
Total liabilities |
151,977 | 132,203 | ||||||
Commitments and contingencies |
- | - | ||||||
Stockholders equity: |
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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 and 184,413,923 shares, respectively, issued and outstanding |
20 | 18 | ||||||
Additional paid in capital |
48,219 | 48,037 | ||||||
Accumulated other comprehensive loss |
(410 | ) | (177 | ) | ||||
Retained earnings (accumulated deficit) |
(24,456 | ) | 1,169 | |||||
Total stockholders equity |
23,373 | 49,047 | ||||||
Total liabilities and stockholders equity |
$ | 175,350 | $ | 181,250 |
(1) |
As adjusted to reflect the balances of Solar Green Technology S.p.A. beginning January 1, 2011 combined with the balances of Solar Power, Inc. beginning March 31, 2011, as required under the accounting guidelines for a transfer of an entity under common control. |
SOLAR POWER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(unaudited)
For the Three Months Ended |
For the Years Ended |
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December 31, |
December 31, |
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2012 |
2011 As Recast (1) |
2012 |
2011 As Recast (1) |
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Net sales: |
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Net sales |
$ | 10,935 | $ | 59,106 | $ | 64,417 | $ | 108,297 | ||||||||
Net sales, related party |
2,066 | 2,212 | 35,539 | 31,470 | ||||||||||||
Total net sales |
13,001 | 61,318 | 99,956 | 139,767 | ||||||||||||
Cost of goods sold: |
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Cost of goods sold |
11,388 | 50,802 | 55,654 | 95,462 | ||||||||||||
Cost of goods sold, related party |
1,615 | 2,452 | 32,617 | 28,405 | ||||||||||||
Impairment charges |
3,091 | - | 3,091 | - | ||||||||||||
Total cost of goods sold |
16,094 | 53,254 | 91,362 | 123,867 | ||||||||||||
Gross profit |
(3,093 | ) | 8,064 | 8,594 | 15,900 | |||||||||||
Operating expenses: |
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General and administrative |
4,333 | 2,585 | 13,021 | 7,100 | ||||||||||||
Sales, marketing and customer service |
6,043 | 1,455 | 10,647 | 4,197 | ||||||||||||
Impairment charges |
148 | - | 6,038 | 400 | ||||||||||||
Engineering, design and product management |
910 | 534 | 2,636 | 1,964 | ||||||||||||
Total operating expenses |
11,434 | 4,574 | 32,342 | 13,661 | ||||||||||||
Operating (loss) income |
(14,527 | ) | 3,490 | (23,748 | ) | 2,239 | ||||||||||
Other (expense) income: |
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Interest expense |
(971 | ) | (425 | ) | (4,065 | ) | (1,490 | ) | ||||||||
Interest income |
506 | 115 | 2,527 | 183 | ||||||||||||
Other (expense) income |
(426 | ) | 728 | (135 | ) | 861 | ||||||||||
Total other expense, net |
(891 | ) | 418 | (1,673 | ) | (446 | ) | |||||||||
(Loss) income before income taxes |
(15,418 | ) | 3,908 | (25,421 | ) | 1,793 | ||||||||||
Provision for income taxes |
(216 | ) | 119 | 204 | 616 | |||||||||||
Net (loss) income |
$ | (15,202 | ) | $ | 3,789 | $ | (25,625 | ) | $ | 1,177 | ||||||
Net (loss) income per common share: |
||||||||||||||||
Basic |
$ | (0.08 | ) | $ | 0.02 | $ | (0.13 | ) | $ | 0.01 | ||||||
Diluted |
$ | (0.08 | ) | $ | 0.02 | $ | (0.13 | ) | $ | 0.01 | ||||||
Weighted average number of common shares used in computing per share amounts: |
||||||||||||||||
Basic |
198,214,456 | 157,289,831 | 190,461,696 | 184,413,923 | ||||||||||||
Diluted |
198,214,456 | 157,318,316 | 190,461,696 | 184,442,408 |
(1) |
As recast to reflect the balances of Solar Green Technology S.p.A. beginning January 1, 2011 combined with the balances of Solar Power, Inc. beginning March 31, 2011, as required under the accounting guidelines for a transfer of an entity under common control. |
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