-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SVJg0pYVxglsOpu0xIakOb4m+/Txis3xT7xRZ1OVwAf2MERQv28yHyHx9tCiLTQx 6sT/CRE5myiGkgO2qwr60A== 0001144204-09-022771.txt : 20090429 0001144204-09-022771.hdr.sgml : 20090429 20090429060405 ACCESSION NUMBER: 0001144204-09-022771 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090429 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090429 DATE AS OF CHANGE: 20090429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Akeena Solar, Inc. CENTRAL INDEX KEY: 0001347452 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 205132054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33695 FILM NUMBER: 09777259 BUSINESS ADDRESS: STREET 1: 16005 LOS GATOS BLVD CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 408-395-7774 MAIL ADDRESS: STREET 1: 16005 LOS GATOS BLVD CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: Fairview Energy Corporation, Inc. DATE OF NAME CHANGE: 20051220 8-K 1 v147462_8k.htm Unassociated Document
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 29, 2009

AKEENA SOLAR, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
 
000-52385
 
90-0181035
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)

16005 Los Gatos Boulevard
Los Gatos, California 95032
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(408) 402-9400
 
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))
 
 
 

 
 

On April 29, 2009, Akeena Solar, Inc. (the “Registrant”) issued a press release announcing financial results and certain other information related to the quarter ended March 31, 2009. A copy of the press release is attached as Exhibit 99.1 hereto (the “Press Release”).

In conjunction with the issuance of the Press Release, the Registrant will conduct a conference call with investors and financial analysts on April 29, 2009 to discuss the financial results for the quarter ended March 31, 2009 and other information relating to the Registrant’s business.

The information in this section, including the information contained in the Press Release attached as Exhibit 99.1 is being furnished pursuant to this Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
 
Description of Exhibit
 
99.1
 
Press Release regarding financial results for the quarter ended March 31, 2009 and certain other information, issued by the Registrant on April 29, 2009 (furnished herewith).
 
 
 
 

 

SIGNATURES

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.
 
Date:  April 29, 2009
 
  AKEENA SOLAR, INC.  
       
 
By:
/s/ Gary R. Effren  
    Gary R. Effren,  
    Chief Financial Officer  
       
 
 
 

 
 
EXHIBIT INDEX
     
No.
 
Description
     
99.1
 
Press Release dated April 29, 2009
 
 
 

 
EX-99.1 2 v147462_ex99-1.htm Unassociated Document

Exhibit 99.1

 
 
Corporate Headquarters: 16005 Los Gatos Blvd, Los Gatos, CA 95032

Investor Relations Contact:
Company Contact:
Jody Burfening/Amy Gibbons
Barry Cinnamon, President and CEO
Lippert / Heilshorn & Associates
Akeena Solar, Inc.
(212) 838-3777
(408) 402-9400
agibbons@lhai.com
bcinnamon@akeena.com
 
Akeena Solar Announces First Quarter 2009 Results
 
LOS GATOS, CA, April 29, 2009 – Akeena Solar, Inc. (NASDAQ: AKNS), a leading designer and installer of solar power systems, announced results for the first quarter ended March 31, 2009.

“Our first quarter performance reflects the steps we have taken to reduce costs in our drive towards cash flow break even,” said Barry Cinnamon, president and chief executive officer of Akeena Solar. “We brought operating expenses down by 19.8% from last year and 24.3% from the fourth quarter through headcount reductions and other expense reduction measures.  As a result, we reduced cash burn to approximately $2.7 million for the quarter, the lowest level since the second quarter of 2007.

Continued Cinnamon, “First quarter revenue came in at $7.6 million, with residential sales driving results and commercial sales remaining weak. Our diverse mix of business is providing balance in these challenging times. Gross margin increased as expected to 29.7%, reflecting the flow-through of last quarter’s inventory write-down, lower incremental costs for Andalay solar panels and improved installation efficiency.  Falling panel prices are driving better solar economics for our customers and creating opportunities for a differentiated product like Andalay.

“During the quarter we moved forward with our strategy to establish a direct-to-dealer distribution channel to help scale our business and diversify our revenue streams. We signed several dealers, both large and small – including MS Solar Solutions Corp. (MSSS), a subsidiary of Morgan Stanley’s Commodities group.  Akeena is MSSS’ exclusive supplier of Andalay AC solar panels for two years for projects to outfit low-income households nationwide. As the solar industry continues to evolve, we believe differentiated products such as Andalay AC solar panels will have the greatest appeal in new distribution channels,” concluded Cinnamon.
 
 
 

 
 
First Quarter Financial Results
Net sales for the first quarter of 2009 were $7.6 million compared to $12.2 million in net sales in the first quarter of 2008, and $10.9 million in the fourth quarter of 2008. The decline in the first quarter compared to the same quarter last year and the prior quarter reflects lower commercial sales of $915,000 in the first quarter of 2009, compared to $7.0 million in the first quarter of 2008, and $2.4 million in the fourth quarter of 2008.  Residential installations in the first quarter of 2009 were $6.7 million or 88% of total revenue, compared to $5.3 million or 43% of total revenue in the first quarter of 2008 and $8.4 million or 78% of total revenue in the fourth quarter of 2008.

Gross profit for the first quarter of 2009 was $2.3 million, or 29.7% of sales, compared to $2.4 million, or 19.7% of sales, in the first quarter of 2008 and $1.2 million, or 10.7% of sales in the fourth quarter of 2008. On a year-over-year basis and sequentially, the increase in gross margin was due primarily to lower panel prices and lower direct labor costs.

Total operating expenses for the first quarter of 2009 were $5.7 million compared to $7.1 million for the same period last year, and $7.5 million in the fourth quarter of 2008. Stock-based compensation expense was $540,000 in the first quarter of 2009 compared to $1.0 million for the same period last year, and $578,000 in the fourth quarter of 2008. Cash operating expenses (adjusted for stock-based compensation expense, depreciation and amortization expense) were $5.0 million in the first quarter of 2009 compared to $5.9 million for the same period last year and $6.8 million in the fourth quarter of 2008.  During the first quarter, the company made the decision to close direct installation offices in Colorado and Connecticut.  The company believes it can grow market share outside of California more profitably through a distribution model.

Loss from operations for the first quarter of 2009 was $3.5 million, the lowest level since the second quarter of 2007.  Net loss for the first quarter of 2009 was $5.1 million, or $0.17 per share, compared to a net loss of $4.6 million, or $0.16 per share, in the first quarter of 2008, and a net loss of $9.2 million or $0.32 per share in the fourth quarter of 2008. Average common and equivalent shares outstanding during the first quarter of 2009 were 29.2 million.

The first quarter net loss includes a $1.5 million non-cash charge to adjust the fair value of common stock warrants as required by a new accounting rule, EITF 07-05, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock”.  In accordance with this new rule, stock warrants with certain terms that were previously accounted for as equity must now be accounted for as a liability with adjustments of the fair value recorded on the income statement.

Installations for the quarter amounted to approximately 945 kilowatts compared to approximately 1,587 kilowatts in the same quarter last year and approximately 1,410 kilowatts in the fourth quarter of 2008. Backlog as of March 31, 2009 was $4.8 million, reflecting lower commercial bookings and fewer installation offices.

 
2

 
 
Cash and cash equivalents at March 31, 2009 were $2.9 million. On March 3, 2009, the company closed a $2 million stock offering.  Concurrent with the close, the company paid in full the balance on its existing line of credit.  The $25.0 million Line of Credit facility with Comerica was replaced with a $1.0 million cash-backed line, which had no balance drawn as of March 31, 2009.

The number of employees at quarter end declined to 137 from 185 at the end of the fourth quarter of 2008 and from 217 at March 31, 2008.

Outlook
For 2009, our management continues to expect modest growth in residential sales, driven by improving solar economics, offset by stagnant commercial installations until late in the year when the benefits of the stimulus package are expected to begin to take effect. As a result, management now projects second quarter revenue to be flat or slightly down compared to the second quarter of last year.

Given increasingly limited visibility in the company’s business, sluggish residential build and slower than expected additions to the backlog of commercial installations, management is not providing annual guidance at this time.  With the steps taken to lower the company’s expense structure, the quarterly EBITDA breakeven revenue level remains at approximately $15 million.
 
Conference Call Information
Akeena Solar will host an earnings conference call at 11:00 a.m. PT (2:00 p.m. ET) today to discuss its first quarter 2009 earnings results. Management will discuss strategy, review quarterly activity, provide industry commentary, and answer questions.
 
The call is being webcast and can be accessed from the “Investor Relations” section of the company’s website at www.akeena.com. If you do not have Internet access, please dial 877-225-1676 in the U.S. International callers should dial 706-643-9669. The conference ID is 94461682. A replay of the call will be available via telephone for one week, beginning two hours after the call. To listen to the telephone replay in the U.S., please dial 800-642-1687 and for international callers, 706-645-9291. The conference ID is the same as above. In addition, the webcast will be archived on the company’s website for 90 days at www.akeena.com.
 
About Akeena Solar, Inc. (NASDAQ: AKNS)
Founded in 2001, Akeena Solar's philosophy is simple: We believe producing clean electricity directly from the sun is the right thing to do for our environment and economy. Akeena Solar has grown to become one of the largest national installers of residential and commercial solar power systems in the United States. The company's integrated solar panel system, Andalay, is the only solar panel system with integrated racking, wiring and grounding. Andalay panels offer unprecedented reliability, performance and aesthetics. For more information, visit Akeena Solar's website: http://www.akeena.com
 
 
3

 
 
Safe Harbor
Statements made in this release that are not historical in nature, including those related to revenue and profitability and product offerings in future periods, constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “expects,” “projects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified, and our actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks associated with general economic and business conditions, conditions in the credit and construction sectors and the availability of project financing, development of new products, the effectiveness, profitability, and marketability of such products, the impact of current, pending, or future legislation and regulation on the industry, the impact of competitive products or pricing, technological changes, our ability to identify and successfully acquire, integrate and manage client accounts and locations and deliver our services to customers of businesses and accounts acquired from third parties. All forward-looking statements included in this release are made as of the date of this press release, and Akeena Solar assumes no obligation to update any such forward-looking statements.
- Tables to Follow -
 
 
4

 
 
Akeena Solar, Inc.
Condensed Consolidated Statements of Operations
 
   
Three Months Ended March 31,
 
   
2009
   
2008
 
Net sales
  $ 7,594,590     $ 12,248,372  
Cost of sales
    5,339,982       9,832,817  
            Gross profit
    2,254,608       2,415,555  
Operating expenses
               
Sales and marketing
    1,654,121       2,116,294  
General and administrative
    4,061,406       5,012,357  
            Total operating expenses
    5,715,527       7,128,651  
            Loss from operations
    (3,460,919 )     (4,713,096 )
Other income (expense)
               
Interest income (expense), net
    (76,541 )     134,939  
Adjustment to the Fair Value of Common Stock Warrants
    (1,541,764 )     -  
            Total other income (expense)
    (1,618,305 )     134,939  
            Loss before provision for income taxes
    (5,079,224 )     (4,578,157 )
Provision for income taxes
    -       -  
Net loss
  $ (5,079,224 )   $ (4,578,157 )
Loss per common and common equivalent share:
               
  Basic
  $ (0.17 )   $ (0.16 )
  Diluted
  $ (0.17 )   $ (0.16 )
Weighted average shares used in computing loss
               
  per common and common equivalent share:
               
  Basic
    29,183,603       27,760,194  
  Diluted
    29,183,603       27,760,194  
 
 
5

 
 
Akeena Solar, Inc.
Condensed Consolidated Balance Sheets
 
   
March 31,
   
December 31,
 
   
2009
   
2008
 
Assets
           
Current assets
           
    Cash and cash equivalents
  $ 2,864,708     $ 148,230  
    Restricted cash
    -       17,500,000  
    Accounts receivable, net
    5,390,104       7,660,039  
    Other receivables
    302,117       331,057  
    Inventory, net
    7,093,191       10,495,572  
    Prepaid expenses and other current assets, net
    2,216,624       3,704,375  
             Total current assets
    17,866,744       39,839,273  
Property and equipment, net
    1,630,046       1,806,269  
Goodwill
    298,500       298,500  
Other assets
    192,627       194,346  
             Total assets
  $ 19,987,917     $ 42,138,388  
Liabilities and Stockholders' Equity
               
Current liabilities
               
    Accounts payable
  $ 1,004,759     $ 1,922,480  
    Customer rebate payable
    282,825       271,121  
    Accrued liabilities
    1,742,545       2,410,332  
    Accrued warranty
    1,116,548       1,056,655  
    Common stock warrant liability
    3,043,112       -  
    Deferred revenue
    779,069       1,057,941  
    Credit facility
    -       18,746,439  
    Current portion of capital lease obligations
    22,094       23,292  
    Current portion of long-term debt
    215,457       219,876  
             Total current liabilities
    8,206,409       25,708,136  
Capital lease obligations, less current portion
    18,393       20,617  
Long-term debt, less current portion
    483,098       535,302  
Other long-term liabilities
    63,164       -  
             Total liabilities
    8,771,064       26,264,055  
Commitments, contingencies and subsequent events (Notes 17 and 19)
               
Stockholders' equity:
               
    Common stock $0.001 par value; 50,000,000 shares authorized; 30,820,743 and
               
     28,460,837 shares issued and outstanding at March 31, 2009 and December 31, 2008
    30,820       28,460  
    Additional paid-in capital
    52,242,045       52,821,104  
    Accumulated deficit
    (41,056,012 )     (36,975,231 )
             Total stockholders' equity
    11,216,853       15,874,333  
             Total liabilities and stockholders' equity
  $ 19,987,917     $ 42,138,388  
 
 
6

 
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