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): March 10, 2009

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 March 10, 2009, Real Goods Solar, Inc. issued a press release announcing results for its fourth quarter and year ended December 31, 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 March 10, 2009.

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
	Chief Financial Officer

Date: March 10, 2009

3

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Real Goods on March 10, 2009.

4

EX-99.1

Exhibit 99.1

Real Goods Solar Reports Fourth Quarter and Fiscal 2008 Results

Boulder, CO, March 10, 2009 – Real Goods Solar, Inc. (NASDAQ: RSOL), a leading residential solar energy integrator, announced today results for its fourth quarter and fiscal year ended December 31, 2008.

Revenue for the year ended December 31, 2008 increased 107.3% to $39.2 million from $18.9 million recorded in the same period last year, primarily due to acquisitions.

Gross profit increased to $10.4 million, or 26.6% of revenue for the year, from $6.5 million, or 34.3% of revenue in 2007. The decrease in gross margin percent primarily reflects the consolidation of the acquisitions of Marin Solar, Carlson Solar and Independent Energy Systems, which have traditionally produced lower gross profit margins.

Operating expenses as a percent of revenue increased 250 basis points year over year to 35.8% from 33.3%. This increase primarily reflects the impact of the consolidation of the acquisition of Regrid Power during the fourth quarter, integration costs related to the Company’s 2008 acquisitions, and the incremental costs associated with being a public company.

Other expenses of $27.2 million for the year represent a non-cash charge related to the impairment of goodwill and other intangible assets recorded as part of historical acquisitions. The impairment, resulting from the application of SFAS No. 142, Goodwill and Other Intangible Assets, was driven by the decline in the market price of the Company’s common shares (Nasdaq) experienced in the fourth quarter.

Net loss for the year, including the above non-cash charge, was $28.0 million, or $1.86 per share, as compared to net income of $0.1 million, or $0.01 per share, for the year ended December 31, 2007. Excluding the impairment charge (and net of a related $1.6 million tax benefit), net loss for the year would have been $2.3 million, or $0.16 per share.

For the fourth quarter of 2008, Real Goods net revenue increased to $13.5 million, a 133.8% increase from $5.8 million for the same period last year. Net loss for the quarter, including the above non-cash charge, totaled $27.4 million, or $1.53 per share. Excluding the impairment charge (and net of a related $1.6 million tax benefit), net loss for the quarter would have been $1.8 million, or $0.10 per share.

2007 financials do not include Real Goods’ 2008 acquisitions, related integration costs, nor the costs associated with being a public company.

“The fourth quarter was a challenging period for the industry and for Real Goods Solar,” commented Tom McCalmont, Chief Executive Officer. “Because of the tough economic environment in the fourth quarter we placed a significant emphasis on acquisition integration, which included a reduction in headcount, centralization of functions, standardization of products and processes, and a drive towards improved operational efficiencies.”

“We are working hard to cut costs and drive synergies across the Real Goods organization during this challenging period and anticipate being complete with most of our integration by the end of April,” said Erik Zech, Chief Financial Officer. “The changes we are making will position the Company to drive profitability. Our balance sheet remains strong with over $12 million of cash at the end of the year and we are intensely focused on improving this position going forward.”

Real Goods Solar also announced that it will host a conference call tomorrow, March 11, 2009, at 8:30 a.m. PDT (11:30 a.m. EDT) to review the fourth quarter and fiscal 2008 results.

Dial-in No.:	800-762-9058 (domestic) or 480-629-1990 (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. EDT on March 17, 2009.

Replay number:	800-406-7325 (domestic) or 303-590-3030 (international)
Pin:	4024824

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 December 31, 2008					Three Months Ended December 31, 2007
Net revenue	$	13,479		100.0	%	$	5,765	100.0	%
Cost of goods sold		10,318		76.5	%		3,805	66.0	%
Gross profit		3,161		23.5	%		1,960	34.0	%
Operating expenses		5,668		42.1	%		1,915	33.2	%
Other expenses		27,192		201.7	%		—	0.0	%
Income (loss) from operations		(29,699	)	-220.3	%		45	0.8	%
Other income		59		0.4	%		—	0.0	%
Income (loss) before income taxes		(29,640	)	-219.9	%		45	0.8	%
Income tax expense (benefit)		(2,244	)	-16.6	%		21	0.4	%
Net income (loss)	$	(27,396	)	-203.3	%	$	24	0.4	%
Shares outstanding:
Basic		17,889					10,000
Diluted		17,889					10,000
Income (loss) per share:
Basic	$	(1.53	)			$	0.00
Diluted	$	(1.53	)			$	0.00

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Twelve Months Ended December 31, 2008					Twelve Months Ended December 31, 2007
Net revenue	$	39,221		100.0	%	$	18,922	100.0	%
Cost of goods sold		28,779		73.4	%		12,426	65.7	%
Gross profit		10,442		26.6	%		6,496	34.3	%
Operating expenses		14,051		35.8	%		6,310	33.3	%
Other expenses		27,192		69.3	%		—	0.0	%
Income (loss) from operations		(30,801	)	-78.5	%		186	1.0	%
Other income		261		0.6	%		—	0.0	%
Income (loss) before income taxes		(30,540	)	-77.9	%		186	1.0	%
Income tax expense (benefit)		(2,590	)	-6.6	%		84	0.5	%
Minority interest in net income of consolidated subsidiary, net of tax		(5	)	0.0	%		—	0.0	%
Net income (loss)	$	(27,955	)	-71.3	%	$	102	0.5	%
Shares outstanding:
Basic		15,014					10,000
Diluted		15,014					10,000
Income (loss) per share:
Basic	$	(1.86	)			$	0.01
Diluted	$	(1.86	)			$	0.01

REAL GOODS SOLAR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

	December 31, 2008			December 31, 2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	12,339		$	542
Accounts receivable, net		7,711			3,632
Inventory		9,170			2,454
Deferred costs on uncompleted contracts		970			992
Deferred advertising costs		251			277
Deferred tax assets		515			154
Other current assets		521			19
Total current assets		31,477			8,070
Property and equipment, net		5,298			4,382
Goodwill, net		—			5,927
Other intangibles, net Deferred tax assets Other assets		—   2,239 1,051			167 2,324 116
Total assets	$	40,065		$	20,986
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	6,501		$	1,275
Accrued liabilities		1,135			421
Deferred revenue on uncompleted contracts		400			1,354
Payable to Gaiam		1,111			16,286
Total current liabilities		9,147			19,336
Commitments and contingencies
Shareholders’ equity:
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 15,736,683 shares and no shares issued and outstanding at December 31, 2008 and 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 December 31, 2008 and 2007, respectively		—			—
Additional paid-in capital		59,372			2,150
Accumulated deficit		(28,455	)		(500	)
Total shareholders’ equity		30,918			1,650
Total liabilities and shareholders’ equity	$	40,065		$	20,986