8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 15, 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

(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))

On October 21, 2008, we filed a Form 8-K with the Securities and Exchange Commission to report, among other things, our acquisition of Regrid Power, Inc. (“Regrid Power”), a northern California designer and installer of residential and commercial solar electric systems, through a merger into one of our subsidiaries. The merger closed on October 15, 2008 and was effective for accounting purposes as of October 1, 2008. This Form 8-K/A amends and supplements the original Form 8-K and is being filed to provide the financial statements described under Item 9.01 below.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of Regrid Power as of and for the year ended December 31, 2007 and the nine months ended September 30, 2008, including the report of the independent auditor, are filed as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Pro forma Financial Information.

The required unaudited pro forma combined financial information of Real Goods Solar, Inc. and Regrid Power as of and for the nine months ended September 30, 2008 and for the year ended December 31, 2007 are filed as Exhibit 99.2 hereto and incorporated herein by reference. The unaudited pro forma statements of operations for the nine months ended September 30, 2008 and the year ended December 31, 2007 also give pro forma effect to the acquisitions of Marin Solar, Inc. and Carlson Solar.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of Independent Registered Public Accounting Firm
99.1	Audited financial statements of Regrid Power, Inc. as of and for the nine months ended September 30, 2008 and for the year ended December 31, 2007
99.2	Unaudited pro forma combined financial information as of and for the nine months ended September 30, 2008 and for the year ended December 31, 2007

Forward Looking Statements

In addition to historical information, this Form 8-K/A contains forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially from those contained in the forward-looking statements. When used in this report, the words “should”, “will,” “plans,” “may” and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Form 8-K/A. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document. You should carefully review the information described in this Form 8-K/A. You should also carefully review the risk factors described in the previously filed Form S-1 and subsequent amendments thereto, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

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.

	REAL GOODS SOLAR, INC.
	By:	/s/ Erik Zech
		Erik Zech
		Chief Financial Officer
Date: December 19, 2008

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use of our report dated December, 18, 2008 related to the financial statements of Regrid Power, Inc. as of September 30, 2008 and December 31, 2007, and for the nine months ended September 30, 2008 and for the year ended December 31, 2007 appearing in this Form 8-K/A of Real Goods Solar, Inc.

/s/ Ehrhardt Keefe Steiner & Hottman PC

December 18, 2008

Denver, Colorado

EX-99.1

Exhibit 99.1

REGRID POWER, INC.

Financial Statements

and

Independent Auditors’ Report

For The Nine Months Ended September 30, 2008

and The Year Ended December 31, 2007

REGRID POWER, INC.

Table of Contents

	Page
Independent Auditors’ Report	1
Financial Statements
Balance Sheets	2
Statements of Operations	3
Statement of Changes in Stockholder’s Equity	4
Statements of Cash Flows	5
Notes to Financial Statements	6

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Stockholder

Regrid Power, Inc.

Campbell, California

We have audited the accompanying balance sheets of Regrid Power, Inc. as of September 30, 2008 and December 31, 2007, and the related statements of operations, changes in stockholder’s equity and cash flows for the nine months ended September 30, 2008 and for the year ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regrid Power, Inc. as of September 30, 2008 and December 31, 2007 and the results of its operations for the nine months ended September 30, 2008 and for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Ehrhardt Keefe Steiner & Hottman PC

December 16, 2008

Denver, Colorado

REGRID POWER, INC.

Balance Sheets

	September 30, 2008			December 31, 2007
Assets
Current assets
Cash	$	209,103		$	1,028,875
Accounts receivable		1,750,761			1,218,598
Costs in excess of billings on uncompleted contracts		309,767			—
Unbilled accounts receivable		234,858			—
Inventory		1,455,864			896,372
Deferred costs on uncompleted contracts		202,549			137,706
Income tax receivable		392,100			—
Deferred tax asset		345,600			—
Other current assets		63,284			101,671
Total current assets		4,963,886			3,383,222
Property and equipment, net		649,501			575,681
Total assets	$	5,613,387		$	3,958,903
Liabilities and Stockholder’s Equity
Current liabilities
Line-of-credit	$	1,303,302		$	787,540
Accounts payable		1,520,931			793,518
Accrued liabilities		1,838,518			563,789
Current portion of long-term debt		61,730			60,664
Deferred revenue on uncompleted contracts		782,112			163,107
Deferred income taxes		—			400,000
Income tax payable		—			39,200
Note payable, related party		15,383			—
Total current liabilities		5,521,976			2,807,818
Deferred income taxes		54,000			67,000
Long-term debt, less current portion		83,923			110,831
Other long-term liabilities		34,587			—
Total liabilities		5,694,486			2,985,649
Commitments
Stockholder’s equity (deficit)
Common stock, 1,000 shares issued, authorized, and outstanding; no par value		44,851			44,851
Retained earnings (deficit)		(125,950	)		928,403
Total stockholder’s equity (deficit)		(81,099	)		973,254
Total liabilities and stockholder’s equity (deficit)	$	5,613,387		$	3,958,903

See notes to financial statements.

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REGRID POWER, INC.

Statements of Operations

	For the Nine Months Ended September 30, 2008			For the Year Ended December 31, 2007
Revenues	$	11,457,621		$	13,713,786
Cost of goods sold		8,187,707			9,268,627
Gross profit		3,269,914			4,445,159
Operating expenses
Selling and operating		4,030,154			2,994,913
General and administrative		998,654			738,767
Total operating expenses		5,028,808			3,733,680
(Loss) income from operations		(1,758,894	)		711,479
Interest and other expense, net		(37,359	)		(18,225	)
(Loss) income before income taxes		(1,796,253	)		693,254
Income tax (benefit) expense		(741,900	)		252,961
Net (loss) income	$	(1,054,353	)	$	440,293
Net (loss) income per share
Basic and diluted	$	(1,054	)	$	440
Shares used in computing net (loss) income per share
Basic and diluted		1,000			1,000

See notes to financial statements.

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REGRID POWER, INC.

Statement of Changes in Stockholder’s Equity (Deficit)

For The Nine Months Ended September 30, 2008 and The Year Ended December 31, 2007

	Common Stock			Accumulated Deficit			Total Stockholder’s Deficit
	Shares	Amount
Balance - January 1, 2007	1,000	$	44,851	$	488,110		$	532,961
Net income	—		—		440,293			440,293
Balance - December 31, 2007	1,000		44,851		928,403			973,254
Net loss	—		—		(1,054,353	)		(1,054,353	)
Balance - September 30, 2008	1,000	$	44,851	$	(125,950	)	$	(81,099	)

See notes to financial statements.

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REGRID POWER, INC.

Statements of Cash Flows

	For the Nine Months Ended September 30, 2008			For the Year Ended December 31, 2007
Cash flows from operating activities
Net (loss) income	$	(1,054,353	)	$	440,293
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation and amortization		137,168			111,788
Deferred tax provision (benefit)		(758,600	)		165,729
Impairment on non-marketable securities		100,000			30,000
Changes in operating assets and liabilities
Accounts receivable		(532,163	)		(379,948	)
Costs in excess of billings on uncompleted contracts		(309,767	)		—
Unbilled accounts receivable		(234,858	)		—
Inventory		(559,492	)		(263,309	)
Deferred costs on uncompleted contracts		(64,843	)		(38,793	)
Income tax receivable		(392,100	)		—
Other current assets		38,387			(116	)
Accounts payable		727,413			222,628
Accrued liabilities		1,274,729			359,825
Deferred revenue on uncompleted contracts		619,005			10,257
Income tax payable		(39,200	)		27,200
Other long-term liabilities		34,587			(51,729	)
Net cash (used in) provided by operating activities		(1,014,087	)		633,825
Cash flows from investing activities
Purchases of property and equipment		(210,988	)		(418,561	)
Purchases of non-marketable securities		(100,000	)		(30,000	)
Net cash used in investing activities		(310,988	)		(448,561	)
Cash flows from financing activities
Net proceeds on line-of-credit		515,762			712,622
Payments on long-term debt		(49,320	)		(45,926	)
Proceeds from long-term debt		23,478			94,914
Proceeds from related party debt		17,250			—
Payments on related party debt		(1,867	)		—
Net cash provided by financing activities		505,303			761,610
Net (decrease) increase in cash		(819,772	)		946,874
Cash - beginning of period		1,028,875			82,001
Cash - end of period	$	209,103		$	1,028,875

Supplemental disclosure of cash flow information:

Cash paid for interest for the nine months ended September 30, 2008 and for the year ended December 31, 2007 was $49,452 and $31,970, respectively.

Cash paid for income taxes for the nine months ended September 30, 2008 and for the year ended December 31, 2007 was $432,000 and $48,000, respectively.

See notes to financial statements.

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REGRID POWER, INC.

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies

Regrid Power, Inc. (the “Company”) was founded in 2002. The Company designs and builds solar electric systems and since inception has commissioned over one thousand solar systems. The Company’s headquarters are located in Campbell, California.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value

Unless otherwise indicated, the fair values of all reported assets and liabilities which represent financial instruments, approximate the carrying values of such accounts. The Company has no financial instruments held for trading purposes.

Concentrations of Credit Risk

Cash

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As of September 30, 2008 and December 31, 2007 balances of cash and cash equivalents exceeded the federally insured limit by approximately $168,000 and $886,000, respectively.

Accounts Receivable

The Company grants credit in the normal course of business to customers in the United States. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk.

At September 30, 2008, one customer, the State of California, accounted for approximately 36% of accounts receivable. At December 31, 2007, two customers, one of which is the State of California, accounted for approximately 84% of accounts receivable.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based upon the Company’s assessment of the collectability of specific customer accounts and an assessment of economic risks. As of September 30, 2008 and December 31, 2007, the Company has deemed an allowance for doubtful accounts to be unnecessary.

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REGRID POWER, INC.

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Inventory

Inventory consists primarily of purchased finished goods and is valued at the lower of cost (first-in, first-out) or market.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is provided over the estimated useful lives for owned assets, ranging from 3 to 25 years.

Leasehold improvements are amortized over the shorter of their estimated useful life or the remaining lease term.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired.

Revenue Recognition

Revenue consists primarily of solar energy system installation fees. The Company recognizes revenue from fixed price contracts using either the completed contract or percentage-of-completion method, based on the size of the solar energy system installation. Revenue is recognized from solar energy system installations of less than 110 kilowatts (kW) when the installation is substantially complete, which is when remaining costs and potential risks are insignificant in amount, which typically occurs upon final departure from the worksite or passing of building inspection. Revenue is recognized from solar energy installations equal to or greater than 110 kW on a percentage-of-completion basis, measured by the percentage of contract costs incurred to date to total estimated costs for each contract. This method is used because management considers cost to date to be the best available measure of progress on these contracts.

Contract costs include direct contract costs such as materials, subcontractors, labor, payroll insurance and taxes, and other direct costs. General and administrative costs are charged to expense as incurred. Contract costs and estimates of costs to complete contracts are reviewed and updated periodically by management. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and income, and are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and final contract settlements are accounted for as changes in estimates in the current period.

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REGRID POWER, INC.

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Deferred Revenue on Uncompleted Contracts

The unearned portion of contracts is classified as deferred revenue. Related costs are also deferred until revenue is recognized.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense for the nine months ended September 30, 2008 and for the year ended December 31, 2007 was $120,451 and $121,632, respectively.

Income Taxes

The Company provides for income taxes pursuant to the liability method as prescribed in SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). The liability method requires recognition of deferred income taxes based on temporary differences between financial reporting and income tax bases of assets and liabilities, using current enacted income tax rates and regulations. These differences will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. Considerable judgment is required in determining when these events may occur and whether recovery of an asset is more likely than not.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 157 on January 1, 2008 did not have a material effect on the Company’s financial position or results of operations.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision on whether or not to file in a particular jurisdiction. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption of this standard. Only tax positions that meet a “more-likely-than-not” recognition threshold at the effective date may be recognized or continue to be recognized upon adoption of FIN 48. The cumulative effect of applying the provisions of FIN 48 is reported as an adjustment to the opening balance of retained earnings. FIN 48 is effective for private companies for years beginning after December 15, 2008. The Company expects the adoption of this accounting standard will increase the level of disclosure that the Company provides regarding tax positions. The adoption of FIN 48 is not expected to have a material impact on the Company’s financial position and results of operations.

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REGRID POWER, INC.

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Basic and Diluted Earnings Per Common Share

In accordance with FAS 128, basic earnings per share are computed by dividing net income by the number of weighted average common shares outstanding during the year. Diluted earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the year.

Note 2 - Balance Sheet Disclosures

Property and equipment consist of the following:

	September 30, 2008			December 31, 2007
Computers and software	$	179,820		$	140,356
Vehicles		455,739			407,111
Machinery and equipment		115,111			51,892
Leasehold improvements		233,815			174,138
		984,485			773,497
Less accumulated depreciation and amortization		(334,984	)		(197,816	)
	$	649,501		$	575,681

Depreciation and amortization expense for the nine months ended September 30, 2008 and the year ended December 31, 2007 was $137,168 and $111,788, respectively.

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REGRID POWER, INC.

Notes to Financial Statements

Note 3 - Costs and Estimated Earnings on Uncompleted Contracts

The Company’s costs and estimated earnings on uncompleted contracts consist of the following as of September 30, 2008:

	September 30, 2008
Costs incurred on uncompleted contracts	$	1,297,773
Estimated earnings		564,758
Billings to date on uncompleted contracts		(1,552,764	)
Net cost in excess of billings on uncompleted contracts	$	309,767

The estimated earnings on uncompleted contracts are included in the accompanying balance sheet as of September 30, 2008 in “Costs in excess of earnings on uncompleted contracts”. There were no costs in excess of billings as of December 31, 2007.

Note 4 - Line of Credit

The Company has a $1,500,000 line of credit agreement with a bank, that expired during November 2008. Interest on borrowings is at prime (5% at September 30, 2008) plus .75%, subject to a 5% minimum interest rate. The line of credit agreement has certain restrictive covenants and is guaranteed by the stockholder of the Company. As of September 30, 2008, the Company was not in compliance with the covenants. However, the Company has received a waiver through December 31, 2008.

Subsequent to September 30, 2008, the Company renewed the line of credit. The maximum borrowing was increased to $2,500,000 and maturity date extended to October 2009.

Note 5 - Warranty Liability

The Company’s financial statements include accruals for potential product liability and warranty claims based on the Company’s historical claims experience. Such costs are accrued at the time revenue is recognized.

At September 30, 2008 and December 31, 2007, accrued product warranties totaled $15,000, and are included in “Accrued liabilities” in the accompanying balance sheets.

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REGRID POWER, INC.

Notes to Financial Statements

Note 6 - Long-Term Debt

Long-term debt consists of:

	September 30, 2008			December 31, 2007
Note payable to Mission Valley Ford, collateralized by a vehicle, monthly installment of $770 which includes principal and 0% interest, due January 2013.	$	40,019		$	46,176
Note payable to Mission Valley Ford, collateralized by a vehicle, monthly installment of $770 which includes principal and 0% interest, due December 2012.		39,249			46,176
Note payable to Mission Valley Ford, collateralized by a vehicle, monthly installment of $971 which includes principal and 0% interest, due September 2010.		23,293			32,027
Note payable to Toyota Motor Corporation, collateralized by a vehicle, monthly installment of $1,084 which includes principal and 6.34% interest, due March 2010.		18,891			32,027
Note payable to Mission Valley Ford, collateralized by a vehicle, monthly installment of $1,323 which includes principal and 0% interest, due December 2009.		18,223			30,379
Note payable to Mission Valley Ford, collateralized by a vehicle, monthly installment of $1,196 which includes principal and 0% interest, due February 2009.		5,978			16,737
Subtotal		145,653			171,495
Less current portion		(61,730	)		(60,664	)
	$	83,923		$	110,831

Maturities of long-term obligations are as follows:

Periods Ending September 30,

2009	$	61,730
2010		43,494
2011		18,470
2012		18,470
2013		3,489
	$	145,653

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REGRID POWER, INC.

Notes to Financial Statements

Note 7 - Related Party Transactions

The Company has a note payable to a related party for the purchase of an automobile. The loan requires monthly payments of $1,012, which include principal and interest at 7.00% and is due in February 2010. As of September 30, 2008, $15,383 was outstanding on the loan. Interest paid on the note during the nine months ended September 30, 2008 was $101. Subsequent to September 30, 2008 the note was paid in full.

Note 8 - Income Taxes

Deferred income taxes are provided for temporary differences in recognizing revenue and expenses for financial reporting and income tax purposes. The temporary differences are primarily due to differing methods for recording bad debts, depreciation, inventory, and accrued salaries and vacation pay. A valuation allowance is recorded for deferred tax assets where it appears more likely than not that the Company will not be able to recover the deferred tax asset.

The Company’s income tax (benefit) expense consists of the following:

	Nine Months Ended September 30, 2008			Year Ended December 31, 2007
Current:
Federal	$	9,340		$	65,218
State and local		7,360			22,014
		16,700			87,232
Deferred:
Federal		(606,500	)		105,743
State and local		(152,100	)		59,986
		(758,600	)		165,729
Total income tax (benefit) expense	$	(741,900	)	$	252,961

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REGRID POWER, INC.

Notes to Financial Statements

Note 8 - Income Taxes (continued)

Variations from the federal statutory rate are as follows:

	Nine Months Ended September 30, 2008			Year Ended December 31, 2007
Expected federal income tax (benefit) expense at statutory rate of 34%	$	(610,726	)	$	235,706
Effect of permanent differences		17,540			12,871
State income tax (benefit) expense, net of federal benefit		(107,921	)		42,655
Income tax credits		(40,793	)		(38,271	)
Income tax (benefit) expense	$	(741,900	)	$	252,961

Significant components of the Company’s deferred tax assets and liabilities are approximately as follows:

	September 30, 2008		December 31, 2007
Deferred tax assets:
Accrued liabilities	$	233,400	$	—
Income tax credit carryforwards		32,600		13,000
Revenue and expense recognition		79,600		—
Impairment of investment		56,000		12,000
Total deferred tax assets		401,600		25,000
Deferred tax liabilities:
Revenue and expense recognition		—		413,000
Depreciation		110,000		79,000
Total deferred tax liabilities		110,000		492,000
Total deferred tax asset (liability)	$	291,600	$	(467,000	)

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REGRID POWER, INC.

Notes to Financial Statements

Note 9 - Commitments

The Company is obligated under non-cancelable operating leases for facilities in Campbell, Fresno, and Richmond, California. Total rent expense for the nine months ended September 30, 2008 and the year ended December 31, 2007 was $204,111 and $144,226, respectively.

The Company leases its Campbell facility from DTTC Properties, LLC, a limited liability company partially owned by the stockholder. The lease agreement, which was amended during July 2008 for a period of thirty-six months, requires monthly base payments of $10,080 plus common area operating expenses. Rent expense for the nine months ended September 30, 2008 and for the year ended December 31, 2007 was $59,624 and $88,745, respectively.

Future minimum lease payments under these leases are approximately as follows:

Periods Ending September 30,
2009	$	284,289
2010		229,935
2011		151,196
	$	665,420

Note 10 - Employee Benefit Plan

The Company has a defined contribution plan which provides for elective contributions to be held in trust under Section 401(k) of Internal Revenue Code. Substantially all employees are covered by the plan. The plan also allows for discretionary matching contributions of a percentage not to exceed 5% of the compensation of eligible employees, determined annually by the Board of Directors. It also allows for additional discretionary contributions. Discretionary matching contributions were made for the nine months ended September 30, 2008 and for the year ended December 31, 2007 of $59,112 and $64,723, respectively.

Note 11 - Accounts Payable-Major Vendor

Purchases from two vendors amounted to approximately $5,200,000 for the nine months ended September 30, 2008, of which $1,288,427 was outstanding at September 30, 2008. Purchases from two vendors amounted to approximately $5,500,000 for the year ended December 31, 2007, of which $670,758 was outstanding at December 31, 2007.

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EX-99.2

Exhibit 99.2

Unaudited pro forma consolidated financial information

The unaudited pro forma consolidated balance sheet as of September 30, 2008 reflects our consolidated balance sheet giving pro forma effect to our merger with Regrid Power, Inc. (“Regrid Power”) on October 1, 2008 as if it had occurred on September 30, 2008. The Marin Solar, Inc. (“Marin Solar”) and Carlson Solar acquisitions are included in our historical balance sheet as of September 30, 2008.

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2007 and the nine months ended September 30, 2008 present our consolidated results of operations giving pro forma effect to the acquisitions and merger of Marin Solar, Carlson Solar, and Regrid Power as if such transactions had occurred on January 1, 2007. Our historical statement of operations for the year ended December 31, 2007 includes Marin Solar’s results of operations for November and December 2007 and our historical statement of operations for the nine months ended September 30, 2008 includes Marin Solar’s and Carlson Solar’s results for the entire nine months.

Our audited and unaudited pro forma consolidated financial statements include charges for certain expenses incurred by Gaiam on our behalf, including costs of fulfillment, customer service, financial and other administrative services, and income taxes. The charges are based on what we and Gaiam considered to be reasonable reflections of the utilization of services provided to or the benefits received by us. The historical financial information in our audited and unaudited pro forma consolidated financial statements may not be indicative of what our results of operations, financial position, changes in equity and cash flows will be in the future, or what they would have been had we been a separate stand-alone entity during the periods presented.

The pro forma adjustments are based on currently available information and assumptions that we believe are reasonable in order to reflect, on a pro forma basis, the impact of these transactions, on our historical financial information. The pro forma adjustments for the Marin Solar, Carlson Solar, and Regrid Power acquisitions are subject to final purchase price adjustments as provided for in their respective purchase agreements and to final purchase price allocations. The actual adjustments, therefore, may differ from the pro forma adjustments.

The unaudited pro forma consolidated financial information does not purport to reflect our results of operations or financial position that would have occurred had we operated as a public company, rather than as a wholly owned subsidiary of Gaiam, during the periods presented. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial condition had the Marin Solar, Carlson Solar, and Regrid Power acquisitions occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project the results of operations or financial position for any future period or date.

Unaudited pro forma consolidated financial information

Unaudited Pro Forma Consolidated Balance Sheet

	As of September 30, 2008
(in thousands)	Real Goods			Regrid Power			Pro Forma Adjustments			Notes	Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	24,106		$	209		$	(3,800	)	(1)	$	20,515
Accounts receivable, net		5,925			1,751			—				7,676
Costs in excess of billings on uncompleted contracts		—			310			—				310
Unbilled accounts receivable		—			235			—				235
Inventory, less allowances		5,299			1,456			—				6,755
Deferred costs on uncompleted contracts		116			202			56		(1)		374
Deferred advertising costs		537			—			—				537
Income tax receivable		—			392			—				392
Deferred tax assets		228			346			—				574
Other current assets		617			63			—				680
Total current assets		36,828			4,964			(3,744	)			38,048
Property and equipment, net		4,588			649			50		(1)		5,287
Goodwill and other intangibles, net		14,286			—			13,686		(1),(2)		27,972
Other assets		37			—			—				37
Total assets	$	55,739		$	5,613		$	9,992			$	71,344
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Line-of-credit		—			1,303			—				1,303
Accounts payable		4,304			1,521			—				5,825
Accrued liabilities		568			1,839			207		(1)		2,614
Current portion of long-term debt		—			62			—				62
Deferred revenue on uncompleted contracts		400			782			—				1,182
Payable to Gaiam		1,185			—			—				1,185
Note payable, related party		—			15			—				15
Total current liabilities		6,457			5,522			207				12,186
Deferred income taxes		—			54			—				54
Long-term debt, less current portion		—			84			—				84
Other liabilities		—			34			—				34
Total liabilities		6,457			5,694			207				12,358
Commitments and contingencies
Shareholders’ equity:
Class A common stock, $.0001 par value; 150,000,000 shares authorized; 13,687,578 shares outstanding, actual; 15,734,834 shares issued and outstanding, pro forma		1			45			(45	)	(3)		1
Class B common stock; $.0001 par value; 50,000,000 shares authorized; 2,153,293 shares issued and outstanding		—			—			—				—
Additional paid-in capital		50,340			—			9,704		(1),(2)		60,044
Accumulated deficit		(1,059	)		(126	)		126		(3)		(1,059	)
Total shareholders’ equity		49,282			(81	)		9,785				58,986
Total liabilities and shareholders’ equity	$	55,739		$	5,613		$	9,992			$	71,344

⁽¹⁾ To record the $3,800,000 cash paid, 2,047,256 shares of Real Goods Class A common stock issued, $1,291,000 of estimated liabilities assumed and $166,000 of estimated transaction costs to purchase Regrid Power, and to record the preliminary allocation of the purchase price based on the estimated fair value of assets acquired and liabilities assumed. Certain of the purchase price allocations are preliminary and may be different from the final allocation of the purchase price.

(in thousands)
Calculation of purchase price:
Cash paid	$	3,800
Shares issued		9,704
Estimated liabilities assumed		1,291
Estimated transaction costs		166
Total purchase price	$	14,961
Preliminary allocation of purchase price:
Accounts receivable		1,751
Inventory		1,456
Other current assets		3,271
Property and equipment		699
Goodwill		13,336
Intangibles - marketing-related		300
Intangibles - customer-related		50
Line-of-credit		(1,303	)
Accounts payable		(1,521	)
Accrued liabilities		(2,046	)
Deferred revenue on uncompleted contracts		(782	)
Other current liabilities		(77	)
Long-term liabilities		(173	)
Total purchase price	$	14,961

⁽²⁾ The total share consideration for Regrid Power could be increased, up to a maximum of 800,000 shares, based on Regrid Power’s revenue and earnings performance over the twelve months ended September 30, 2009, but in no event more than trailing twelve months revenue. We have not yet recognized the contingent consideration because the amount is not determinable beyond a reasonable doubt. At the time any of the consideration becomes probable and can be estimated, we will recognize it as additional purchase price and allocate it to goodwill.

⁽³⁾ To eliminate Regrid Power’s historical equity balances.

Unaudited pro forma consolidated financial information

Unaudited Pro Forma Consolidated Statement of Operations

	Nine Months Ended September 30, 2008
(in thousands, except per share data)	Real Goods			Regrid Power			Pro Forma Adjustments			Notes	Pro Forma
Net revenue	$	25,742		$	11,458		$	—			$	37,200
Cost of goods sold		18,461			8,188			—				26,649
Gross profit		7,281			3,270			—				10,551
Expenses:
Selling and operating		7,461			4,030			(1,150	)	(2)		10,341
General and administrative		922			999			(55	)	(1),(2)		1,866
Total expenses		8,383			5,029			(1,205	)			12,207
(Loss) income from operations		(1,102	)		(1,759	)		1,205				(1,656	)
Interest and other income (expense), net		201			(37	)		—				164
(Loss) income before income taxes and minority interest		(901	)		(1,796	)		1,205				(1,492	)
Income tax (benefit) expense		(347	)		(742	)		515		(3)		(574	)
Minority interest in net income of consolidated subsidiary, net of income taxes		(5	)		—			—				(5	)
Net (loss) income	$	(559	)	$	(1,054	)	$	690			$	(923	)
Net loss per share:
Basic and diluted	$	(0.04	)								$	(0.06	)
Weighted average shares outstanding:
Basic and diluted		14,045										16,092

⁽¹⁾ To record amortization of marketing and customer related intangibles as a result of the preliminary purchase price allocation for Regrid Power.

⁽²⁾ To remove nonrecurring bonus expense directly related with the merger in the amount of $1,250,000 to be assumed by Real Goods as additional merger consideration and given to Regrid Power employees for services rendered prior to the merger date.

⁽³⁾ To record the tax impact of historical operations and the amortization and bonus adjustments discussed in Notes 1 and 2 hereto using our estimated effective tax rate of 38.5%. This rate reflects the expected federal income tax expense at a statutory rate of 34%, the effect of our permanent differences, and the expected state income tax expense, net of federal benefit and utilization of net operating loss.

Unaudited pro forma consolidated financial information

Unaudited Pro Forma Consolidated Statement of Operations

	Year Ended December 31, 2007
(in thousands, except per share data)	Real Goods		Marin & Carlson		Pro Forma Adjustments			Notes	Subtotal			Regrid Power		Pro Forma Adjustments			Notes	Pro Forma
Net revenue	$	18,922	$	13,823	$	—			$	32,745		$	13,714	$	—			$	46,459
Cost of goods sold		12,426		10,509		—				22,935			9,269		63		(4)		32,267
Gross profit		6,496		3,314		—				9,810			4,445		(63	)			14,192
Expenses:
Selling and operating		5,728		2,188		—				7,916			2,995		—				10,911
General and administrative		582		203		120		(1)		905			739		110		(5)		1,754
Total expenses		6,310		2,391		120				8,821			3,734		110				12,665
Income (loss) from operations		186		923		(120	)			989			711		(173	)			1,527
Interest and other expense, net		—		32		—				32			18		—				50
Income (loss) before income taxes and minority interest		186		891		(120	)			957			693		(173	)			1,477
Income tax expense (benefit)		84		26		279		(2)		389			253		(59	)	(6)		583
Minority interest in net income of consolidated subsidiary, net of income taxes		—		—		(77	)	(3)		(77	)		—		—				(77	)
Net income (loss)	$	102	$	865	$	(476	)		$	491		$	440	$	(114	)		$	817
Net income per share:
Basic and diluted	$	0.01							$	0.05								$	0.07
Weighted average shares outstanding:
Basic and diluted		10,000								10,000									12,047

⁽¹⁾ To record amortization of marketing-related intangibles as a result of the preliminary purchase price allocations for Marin Solar and Carlson Solar.

⁽²⁾ To record the tax impact of historical operations and the amortization of marketing-related intangibles discussed in Note 1 using our estimated effective tax rate of 39.5%. This rate reflects the expected federal income tax expense at a statutory rate of 34%, the effect of our permanent differences, and the expected state income tax expense, net of federal benefit and utilization of net operating loss.

⁽³⁾ To record the 11.6% minority interest in our Real Goods Carlson Inc. subsidiary that acquired certain of the assets and assumed certain liabilities of Carlson Solar. The income statement component reflects the effects of the transactions discussed in Notes 1 and 2 hereto for Carlson Solar.

⁽⁴⁾ To record the profit element on work performed by Regrid Power on uncompleted contract at the date of merger with Real Goods.

⁽⁵⁾ To record amortization of marketing and customer related intangibles as a result of the preliminary purchase price allocation for Regrid Power.

⁽⁶⁾ To record the tax impact of historical operations and the profit element adjustment and amortization of the intangibles discussed in Notes 4 and 5 hereto for Regrid Power using our estimated effective tax rate of 39.5%. This rate reflects the expected federal income tax expense at a statutory rate of 34%, the effect of our permanent differences, and the expected state income tax expense, net of federal benefit and utilization of net operating loss.