-----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, JQx5gRjdBi+6WE5BGqmtvJSUXHhTPBZNookucBp1mhQdLeqBo+aTip5zclDTi0iG w3BmZNLPHOck6WPMaQBEMA== 0001157523-06-011260.txt : 20061114 0001157523-06-011260.hdr.sgml : 20061114 20061113175823 ACCESSION NUMBER: 0001157523-06-011260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061113 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: 061210559 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 a5273338.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): November 13, 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 DFR 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 13, 2006, the registrant issued a press release discussing its results of operations for the three and nine months ended September 30, 2006. A copy of the press release of the registrant and its unaudited financial statements for the nine months ended September 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. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ------------------- --------------------------------------------------------- 99.1 Press release dated November 13, 2006. 99.2 Financial Statements 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: November 13, 2006 By: /s/ David Wallace -------------------------------- Name: David Wallace Title: Chief Financial Officer EX-99.1 2 a5273338ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Akeena Solar Announces Third Quarter 2006 Results Third Quarter 2006 Revenue Reaches $3.6 Million, up 62% over Third Quarter 2005; Company Increases 2006 Annual Revenue Growth Expectations to 70% Compared to 2005 LOS GATOS, Calif.--(BUSINESS WIRE)--Nov. 13, 2006--Akeena Solar, Inc. (OTC BB: AKNS), a leading designer and installer of solar power systems, today announced results for the third quarter and nine months ended September 30, 2006. "Strong demand for solar power and solid execution delivered revenue growth of almost 30 percent sequentially and over 60 percent compared to the third quarter of last year," said Barry Cinnamon, CEO of Akeena Solar. "In fact, we are increasing our 2006 revenue guidance to exceed 70 percent growth over 2005. We intend to build upon our track record of successfully operating in multiple locations, to capture even greater portion of demand and to leverage managements' expertise and resources." "During the quarter, we expanded operations into Fresno, CA. An ideal location for Akeena, the Central Valley has high energy costs and a strong rebate program, which has driven a 70 percent compounded annual growth rate since 2004 in the photovoltaic market segment, according to the California Energy Commission. Based on ongoing business, this office launched with a backlog of $2 million to $3 million. Additionally, we strengthened our team by hiring solar industry veteran Jeff Brown. Brown will lead our central California initiatives and participate in our expansion efforts into underserved markets." "In October, we exhibited and sponsored events at Solar Power 2006. The show was extremely successful with over 8,500 visitors, compared to 2,000 last year. Solar power installations are on the rise in the U.S. and Akeena is well-positioned to take advantage of the growing marketplace. Now we are increasing our 2006 financial expectations, and we believe we will be able to achieve revenue growth of at least 70 percent annually in 2006 and at least 50 percent annually 2007." Net sales for the third quarter of 2006 were $3.6 million, an increase of 62 percent compared to $2.2 million in net sales in the third quarter of 2005. Gross profit for the third quarter was $890,000, or 25 percent of sales, compared to $699,000, or 32 percent of sales, from the third quarter of 2005. The company reported a net loss of $527,000, or $0.05 per share, for the third quarter compared with a net income of $195,000, or $0.02 per share, in the third quarter 2005. For the nine months ended September 30, 2006, the company reported net sales of $8.9 million and gross profit of $2.2 million, or 25 percent of sales. This compares to net sales of $4.8 million and gross profit of $1.1 million, or 24 percent of sales, for the same period last year. The company reported a net loss of $755,000, or $0.08 per share, for the first nine months of 2006, compared to a net loss of $61,000, or $0.01 per share, in the first nine months of 2005. Corporate Highlights -- Installed approximately 400 kilowatts in the third quarter, compared to approximately 245 kilowatts last year. Installed approximately 960 kilowatts in the nine months ended September 30, 2006, compared to approximately 630 kilowatts in the same period last year. -- Hired Jeff D. Brown as Regional Director. With 25 years of solar industry experience, Brown is on the board of the California Solar Energy Industry Association (CAL SEIA) and has been a leader in the state's solar initiatives. -- Hired two experience design engineers to drive research and development for the company's proprietary installation technology. -- Expanded into Fresno, CA office as hub for central California sales and installations. -- Exhibited at the well-attended Solar Power 2006 Conference, and co-hosted the show's closing gala "Celebrating Solar Innovation" Wine and Food Pairing Reception with Applied Materials, Inc. -- Expanded the board of directors appointing Edward Roffman, a recent retiree with over 30 years of experience, including serving as a CFO and a consultant for numerous private and newly public companies, as well as extensive acquisition experience. -- Akeena and its CEO Barry Cinnamon received a Business Commendation from the Town of Los Gatos, thanking the company for its outstanding contributions to the community. Conference Call Information Akeena Solar will host an earnings conference call at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) today to discuss its third 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 1-866-356-4123 in the U.S. International callers should dial 1-617-597-5393. 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 passcode is 21427325. 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, President and CEO, 888-253-3628 bcinnamon@akeena.net or Lippert / Heilshorn & Associates (Investor Relations) Kirsten Chapman or Mary Magnani, 415-433-3777 mmagnani@lhai.com EX-99.2 3 a5273338ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 Akeena Solar, Inc. Consolidated Statements of Operations (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2006 2005 2006 2005 ------------ ------------ ----------- ----------- Net sales $ 3,599,957 $ 2,212,587 $8,902,554 $4,785,624 Cost of sales 2,709,642 1,513,372 6,729,181 3,648,556 ------------ ------------ ----------- ----------- Gross profit 890,315 699,215 2,173,373 1,137,068 ------------ ------------ ----------- ----------- Operating expenses Selling, general and administrative 1,400,078 502,141 2,885,108 1,191,424 ------------ ------------ ----------- ----------- Total operating expenses 1,400,078 502,141 2,885,108 1,191,424 ------------ ------------ ----------- ----------- Income from operations (509,763) 197,074 (711,735) (54,356) ------------ ------------ ----------- ----------- Other income (expense) Interest income (expense), net (17,348) (2,323) (43,543) (6,677) ------------ ------------ ----------- ----------- Total other income (expense) (17,348) (2,323) (43,543) (6,677) ------------ ------------ ----------- ----------- Net loss $ (527,111) $ 194,751 $ (755,278) $ (61,033) ============ ============ =========== =========== Earnings per common and common equivalent share: Basic $ (0.05) $ 0.02 $ (0.08) $ (0.01) ============ ============ =========== =========== Diluted $ (0.05) $ 0.02 $ (0.08) $ (0.01) ============ ============ =========== =========== Weighted average shares used in computing earnings per common and common equivalent share: Basic 10,264,028 9,000,000 9,432,451 9,000,000 ============ ============ =========== =========== Diluted 10,264,028 10,000,000 9,432,451 9,000,000 ============ ============ =========== =========== Certain treatments for restricted stock issuances are still being reviewed by the company's auditors, and are subject to adjustment, which the company does not believe to be material. Akeena Solar, Inc. Consolidated Balance Sheet (Unaudited) September 30, 2006 ------------------- Assets Current assets Cash and cash equivalents $ 1,682,584 Accounts receivable, net 2,582,310 Inventory 1,490,733 Prepaid expenses and other current assets 384,721 ------------------- Total current assets 6,140,348 Property and equipment, net 166,824 Due from related party 21,825 Customer list 277,186 Other assets 46,672 ------------------- Total assets $ 6,652,855 ------------------- Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 1,714,855 Accrued liabilities 739,241 Accrued warranty 424,426 Loan payable 175,568 Deferred revenue 476,233 Credit facility 500,000 Current portion of capital lease obligations 6,531 Current portion of long-term debt 18,744 ------------------- Total current liabilities 4,055,598 Capital lease obligations, less current portion 27,692 Long-term debt, less current portion 32,088 ------------------- Total liabilities 4,115,378 ------------------- Stockholders' equity: Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2006 - Common stock $0.001 par value; 50,000,000 shares authorized; 14,873,966 shares issued and outstanding at September 30, 2006 14,874 Additional paid-in capital 3,378,400 Accumulated deficit (855,797) ------------------- Total stockholders' equity 2,537,477 ------------------- Total liabilities and stockholders' equity $ 6,652,855 ------------------- -----END PRIVACY-ENHANCED MESSAGE-----