-----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, Ia+LXGWXZE6yo79jpBpxawDUXRSDzzAAewxkshdmnz1JO58isp5b+WHLZcpOghCO 58N07fi5QF45pfOftpI7zQ== 0001157523-06-009034.txt : 20060907 0001157523-06-009034.hdr.sgml : 20060907 20060907133953 ACCESSION NUMBER: 0001157523-06-009034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060907 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060907 DATE AS OF CHANGE: 20060907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Akeena Solar, Inc. CENTRAL INDEX KEY: 0001347452 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 205132054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-130906 FILM NUMBER: 061078797 BUSINESS ADDRESS: STREET 1: 605 UNIVERSITY AVENUE CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 408-395-7774 MAIL ADDRESS: STREET 1: 605 UNIVERSITY AVENUE CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: Fairview Energy Corporation, Inc. DATE OF NAME CHANGE: 20051220 8-K 1 a5223058.txt AKEENA SOLAR, 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): September 7, 2006 AKEENA SOLAR, INC. ------------------ (Exact name of registrant as specified in its charter) Delaware 333-130906 20-5132054 -------- ---------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 605 University Avenue, Los Gatos, CA 95032 ------------------------------------ ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (408) 395-7774 ------------- N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) 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: [] 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)) 1 Item 2.02. Results of Operations and Financial Condition On September 7, 2006, the registrant issued a press release discussing its results of operations for the three and six months ended June 30, 2006. A copy of the press release of the registrant and its unaudited financial statements for the six months ended June 30, 2006 are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The information, including the exhibits attached hereto, in this Current Report is being furnished pursuant to Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. The financial statements attached hereto as Exhibit 99.2 have not been reviewed by our independent registered accounting firm, Marcum & Kliegman, LLP. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ----------- ------------------------------------------------- 99.1 Press release dated September 7, 2006. 99.2 Financial Statements 2 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 thereunto duly authorized. AKEENA SOLAR, INC. Date: September 7, 2006 By: /s/ David Wallace ----------------------------------- Name: David Wallace Title: Chief Financial Officer 3 EX-99.1 2 a5223058ex99_1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Akeena Solar Announces Second Quarter 2006 Results; Second Quarter 2006 Revenue Reaches $2.8 Million, Doubling Second Quarter 2005; Company Expects 2006 Annual Revenue Growth to Exceed 50% Compared to 2005 LOS GATOS, Calif.--(BUSINESS WIRE)--Sept. 7, 2006--Akeena Solar, Inc. (OTCBB:AKNS), a leading designer and installer of solar power systems, today announced results for the second quarter and six months ended June 30, 2006. Net sales for the second quarter of 2006 were $2.8 million, an increase of 13 percent compared to net sales of $2.5 million in the first quarter of 2006, and an increase of 105 percent compared to $1.4 million in net sales in the second quarter of 2005. Gross profit for the second quarter was $715,000, or 25 percent of sales, compared to $568,000, or 23 percent of sales, last quarter, and $199,000, or 14 percent of sales, from the second quarter of 2005. The company reported a net loss of $248,000, or $0.03 per share, for the second quarter. This compares with a net income of $19,630, or $0.00 per share, in the first quarter 2006, and a net loss of $200,000, or $0.02 per share, in the second quarter 2005. "We expect 2006 to be a great year for Akeena and our shareholders, and to serve as a foundation for a prosperous future," said Barry Cinnamon, president and CEO of Akeena. "Solar power installations can be impacted by weather, and our business tends to be seasonally stronger during the second half of the year. That said, in the first half of 2006, in addition to doubling the revenue from the first six months of 2005, we achieved a number of significant milestones: -- We began trading as a public company on August 31st. -- In August, we raised approximately $2.0 million in net proceeds to help accelerate our growth strategy, augmenting our sales and marketing efforts to residential and small commercial markets in regions with high demand for solar power systems. -- For the first half of the year, we have installed 598 kilowatts as compared to 350 kilowatts in the first six months of 2005." For the six months ended June 30, 2006, the company reported net sales of $5.3 million and gross profit of $1.3 million, or 24 percent of sales. This compares to net sales of $2.6 million and gross profit of $438,000, or 17 percent of sales, for the same period last year. The company reported a net loss of $228,000, or $0.03 per share, for the first half of 2006, compared to a net loss of $256,000, or $0.03 per share, in the first half of 2005. "Our kilowatt installations have been growing steadily in the first half of the year and our outlook for the second half of 2006 remains positive. As such, we believe we will be able to achieve organic revenue growth of at least 50 percent annually in 2006 and 2007. We will also look to expand our presence in underserved markets by opening new offices. We intend to leverage our customer service and reputation, offering our quality service in new regions. With the $2.0 million raised this quarter, we have the working capital to develop proprietary technology, improve operating efficiencies, and gain better access to solar module inventory," said Cinnamon. Conference Call Information Akeena Solar will host an earnings conference call at 11 a.m. Pacific Time today to discuss its second quarter 2006 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.net. If you do not have Internet access, please dial 1-800-798-2884 in the U.S. International callers should dial 1-617-614-6207. If you are unable to participate in the call at this time, the webcast will be archived on the company's website. In addition, a telephonic replay will be available for four business days, beginning two hours after the call. To listen to the replay, in the U.S., please dial 1-888-286-8010. International callers should dial 617-801-6888. The pass code is 97071476. About Akeena Solar, Inc. 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 integrators of residential and small commercial solar power systems in the United States, serving customers directly in California, New Jersey, New York, Connecticut and Pennsylvania. For more information, visit Akeena Solar's website at www.akeena.net. Safe Harbor Statements made in this release that are not historical in nature 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," "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 consequently, 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 the uncertainty of future financial results, additional financing requirements, development of new products, the effectiveness, profitability, and marketability of such products, the ability to protect proprietary information, the impact of current, pending, or future legislation and regulation on the industry, the impact of competitive products or pricing, technological changes, the effect of general economic and business conditions. 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. CONTACT: Akeena Solar, Inc. Barry Cinnamon, 888-253-3628 bcinnamon@akeena.net or Lippert / Heilshorn & Associates Kirsten Chapman or Samantha Lee, 415-433-3777 (Investor Relations) samantha@lhai-sf.com EX-99.2 3 a5223058ex99_2.txt EXHIBIT 99.2 FINANCIAL STATEMENTS Exhibit 99.2 AKEENA SOLAR, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2006 2005 2006 2005 ----------- ----------- ----------- ----------- Net sales $2,812,424 $1,372,404 $5,302,597 $2,573,037 Cost of sales 2,097,742 1,173,710 4,019,539 2,135,184 ----------- ----------- ----------- ----------- Gross profit 714,682 198,694 1,283,058 437,853 ----------- ----------- ----------- ----------- Operating expenses Selling, general and administrative 949,315 394,775 1,485,030 689,283 ----------- ----------- ----------- ----------- Total operating expenses 949,315 394,775 1,485,030 689,283 ----------- ----------- ----------- ----------- Income from operations (234,633) (196,081) (201,972) (251,430) ----------- ----------- ----------- ----------- Other income (expense) Interest income (expense), net (13,164) (4,259) (26,195) (4,354) ----------- ----------- ----------- ----------- Total other income (expense) (13,164) (4,259) (26,195) (4,354) ----------- ----------- ----------- ----------- Net loss $(247,797) $(200,340) $(228,167) $(255,784) =========== =========== =========== =========== Earnings per common and common equivalent share: Basic and diluted $(0.03) $(0.02) $(0.03) $(0.03) =========== =========== =========== =========== Weighted average shares used in computing earnings per common and common equivalent share: Basic and diluted 9,000,000 9,000,000 9,000,000 9,000,000 =========== =========== =========== =========== AKEENA SOLAR, INC. CONDENSED CONSOLIDATED BALANCE SHEET June 30, December 31, 2006 2005 ------------ ------------ Assets (unaudited) Current assets Cash and cash equivalents $50,332 $(27,506) Accounts receivable, net 1,788,946 729,053 Inventory 1,327,580 883,737 Prepaid expenses and other current assets 876,460 363,329 ------------ ------------ Total current assets 4,043,318 1,948,613 Property and equipment, net 70,759 99,489 Due from related party 21,025 21,025 Other assets 3,927 3,927 ------------ ------------ Total assets $4,139,029 $2,073,054 ============ ============ Liabilities and Stockholder's Equity Current liabilities Accounts payable $2,070,322 $1,444,122 Accrued liabilities 502,148 261,190 Accrued warranty 372,171 234,407 Deferred revenue 902,903 311,741 Credit facility 500,000 Current portion of long-term debt 15,957 16,500 ------------ ------------ Total current liabilities 4,363,501 2,267,960 Long-term debt, less current portion 14,214 35,311 ------------ ------------ Total liabilities 4,377,715 2,303,271 ------------ ------------ Commitments and contingencies (Note 12) Stockholder's equity: Common stock $0.01 par value; 16,000,000 shares authorized; 9,000,000 shares issued and outstanding at June 30, 2006 90,000 90,000 Accumulated deficit (328,686) (320,217) ------------ ------------ Total stockholder's equity (238,686) (230,217) Total liabilities and stockholder's equity $4,139,029 $2,073,054 ============ ============ -----END PRIVACY-ENHANCED MESSAGE-----