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 6, 2008

REAL GOODS SOLAR, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	001-34044	26-1851813
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

833 W. South Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (303) 222-8400

Not Applicable

(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 (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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition

On November 6, 2008, Real Goods Solar, Inc. issued a press release announcing results for its third quarter ended September 30, 2008. A copy of the press release is attached as Exhibit 99.1.

This Current Report on Form 8-K and the earnings press release attached hereto are being furnished by Real Goods to Item 2.02 “Results of Operations and Financial Condition.” In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed 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.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Real Goods on November 6, 2008.

2

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.

GAIAM, INC.
By:	/s/ Erik Zech
	Erik Zech
	President and Chief Financial and Accounting Officer

Date: November 6, 2008

3

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Real Goods on November 6, 2008.

4

EX-99.1

Exhibit 99.1

Real Goods Solar Reports Third Quarter Fiscal 2008 Results

Third quarter revenue increased 141% to $10.3 million

Boulder, CO, November 6, 2008 – Real Goods Solar, Inc. (NASDAQ: RSOL), a leading residential solar energy integrator, announced today results for its third quarter ended September 30, 2008.

Revenue for the third quarter ended September 30, 2008 increased 141% to $10.3 million from $4.3 million recorded in the same period last year due to organic growth and acquisitions.

Gross profit increased to $2.8 million, or 27.2% of revenue, from $1.3 million, or 30.0% of revenue, in the comparable period last year. The decrease in gross margin reflects the acquisitions of Marin Solar and Independent Energy Systems, which have traditionally produced lower gross profit margins.

Operating expenses as a percent of revenue declined 300 basis points year over year to 31.8% from 34.8%, as we continued to see operating leverage off a larger revenue base.

Operating loss for the third quarter of 2008 was $0.5 million, or 4.6% of revenue, compared to an operating loss of $0.2 million, or 4.8% of revenue for the third quarter of 2007. While the loss improved slightly as a percentage of revenue, the loss in dollars increased to reflect Real Goods’ increased cost structure required to be a public company, significant management and operating infrastructure that has been put in place to prepare for future organic and acquisition growth, and integration costs of the new businesses that Real Goods has acquired.

Net loss for the third quarter of 2008 was $0.2 million, compared to a net loss of $0.1 million during the third quarter of 2007. Loss per share remained the same as the third quarter last year at $0.01 per share.

For the nine months ended September 30, 2008, Real Goods recorded net revenue of $25.7 million, a 95.7% increase from $13.2 million in the comparable period a year ago. Net loss totaled $0.6 million, or $0.04 per share, compared to net income of $0.1 million, or $0.01 per share, for the nine months ended September 30, 2007.

Last year’s results do not include Real Goods’ acquisitions of Marin Solar, Carlson Solar, and Independent Energy Systems which occurred in the fourth quarter of 2007, the first quarter of 2008, and the third quarter of 2008, respectively, the related integration costs, nor the costs associated with being a public company.

“We are pleased with the sales growth and operating results we achieved in the third quarter. Despite a very soft economic environment and uncertainties surrounding the extension of the Federal Investment Tax Credit, which we were excited to see subsequently pass in October, demand for our products remained strong,” said John Schaeffer, Chief Executive Officer. “Even in these challenging economic times, we see the solar outlook being bright and we’ve expanded our sales force and installation organization to support our future growth, while still managing to achieve moderate operating expense leverage.”

“We experienced solid sales growth in the quarter, particularly given the challenging economic environment. Our organic growth well exceeded our stated goal of 20% year-over-year and was further supplemented by our acquisition of Santa Cruz, California-based Independent Energy Systems in August,” said Erik Zech, President and CFO, “Our rapidly growing revenue base is enabling us to leverage our infrastructure while continuing to increase market share. Our balance sheet also remains strong with $24.1 million of cash and no debt at the end of the third quarter, compared to $25.6 million of cash at the end of the second quarter, even after using more than $3 million of cash for the acquisition of Independent Energy Systems during the quarter.”

Since the end of the third quarter, Real Goods acquired Regrid Power, Inc., a leading northern California designer and installer of residential and commercial solar electric systems, through a merger into one of its subsidiaries. Pursuant to the October merger agreement, Real Goods’ subsidiary acquired all of the outstanding shares of Regrid Power for an aggregate of $3.8 million in cash and 2,047,256 shares of Real Goods’ Class A common stock, plus the assumption of certain liabilities, subject to post closing adjustments. The total share consideration could be increased, up to a maximum of 800,000 shares, based on Regrid Power’s revenue and earnings performance over the next 12 months, but in no event will total consideration paid exceed one times trailing twelve months revenues.

Real Goods Solar also announced that it will host a conference call tomorrow, November 7, 2008, at 9:30 a.m. MST (11:30 p.m. EST) to review the third quarter fiscal 2008 results.

Dial-in No.:	800-762-8779 (domestic) or 480-248-5081 (international)
Passcode:	Real Goods

A replay of the call will begin approximately two hours after the end of the call and will continue until 12:00 a.m. EST on November 14, 2008.

Replay number:	800-406-7325
Pin:	3939863

About Real Goods Solar, Inc.

Real Goods Solar, Inc. is a leading residential solar energy integrator, having installed over 4,500 solar systems. Real Goods Solar offers turnkey solar energy services, and has 30 years of experience in residential solar energy, beginning with the sale in 1978 of the first solar photovoltaic, or PV, panels in the United States. For more information about Real Goods Solar, please visit www.realgoodssolar.com, or call (888) 507-2561.

This press release includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,” “should” or comparable terminology or by discussions of strategy. While Real Goods believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, introduction of new products and services, completion and integration of acquisitions, the possibility of negative economic conditions, and other risks and uncertainties included in Real Goods’ filings with the Securities and Exchange Commission. Real Goods assumes no duty to update any forward-looking statements.

Contact:	John Mills
	Senior Managing Director
	ICR, Inc.
	310-954-1105
	jmills@icrinc.com

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended September 30, 2008					Three Months Ended September 30, 2007
Net revenue	$	10,333		100.0	%	$	4,279		100.0	%
Cost of goods sold		7,527		72.8	%		2,994		70.0	%
Gross profit		2,806		27.2	%		1,285		30.0	%
Operating expenses		3,287		31.8	%		1,491		34.8	%
Loss from operations		(481	)	-4.6	%		(206	)	-4.8	%
Other income		118		1.1	%		—		0.0	%
Loss before income taxes		(363	)	-3.5	%		(206	)	-4.8	%
Income tax benefit		(137	)	-1.3	%		(93	)	-2.2	%
Net loss	$	(226	)	-2.2	%	$	(113	)	-2.6	%
Shares outstanding:
Basic		15,816					10,000
Diluted		15,816					10,000
Loss per share:
Basic	$	(0.01	)			$	(0.01	)
Diluted	$	(0.01	)			$	(0.01	)

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Nine Months Ended September 30, 2008					Nine Months Ended September 30, 2007
Net revenue	$	25,742		100.0	%	$	13,157	100.0	%
Cost of goods sold		18,461		71.7	%		8,621	65.5	%
Gross profit		7,281		28.3	%		4,536	34.5	%
Operating expenses		8,383		32.6	%		4,395	33.4	%
Income (loss) from operations		(1,102	)	-4.3	%		141	1.1	%
Other income		201		0.8	%		—	0.0	%
Income (loss) before income taxes		(901	)	-3.5	%		141	1.1	%
Income tax expense (benefit)		(347	)	-1.3	%		63	0.5	%
Minority interest in net income of consolidated subsidiary, net of tax		(5	)	0.0	%		—	0.0	%
Net income (loss)	$	(559	)	-2.2	%	$	78	0.6	%
Shares outstanding:
Basic		14,045					10,000
Diluted		14,045					10,000
Income (loss) per share:
Basic	$	(0.04	)			$	0.01
Diluted	$	(0.04	)			$	0.01

REAL GOODS SOLAR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

	September 30, 2008			December 31, 2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	24,106		$	542
Accounts receivable, net		5,925			3,632
Inventory		5,299			2,454
Deferred costs on uncompleted contracts		116			992
Deferred advertising costs		537			277
Deferred tax assets		228			154
Other current assets		617			19
Total current assets		36,828			8,070
Property and equipment, net		4,588			4,382
Goodwill and other intangibles, net		14,286			6,094
Deferred tax assets		—			2,324
Other assets		37			116
Total assets	$	55,739		$	20,986
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	4,304		$	1,275
Accrued liabilities		568			421
Deferred revenue on uncompleted contracts		400			1,354
Payable to Gaiam		1,185			16,286
Total current liabilities		6,457			19,336
Commitments and contingencies
Shareholders’ equity:
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 13,687,578 shares and no shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively		1			—
Class B common stock, $.0001 par value, 50,000,000 shares authorized, 2,153,293 shares and no shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively		—			—
Additional paid-in capital		50,340			2,150
Accumulated deficit		(1,059	)		(500	)
Total shareholders’ equity		49,282			1,650
Total liabilities and shareholders’ equity	$	55,739		$	20,986