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): August 5, 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))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition

On August 5, 2009, Real Goods Solar, Inc. issued a press release announcing results for its second quarter ended June 30, 2009. 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 August 5, 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.

REAL GOODS SOLAR, INC.
By:	/s/    Erik Zech
	Erik Zech
	Chief Financial and Accounting Officer

Date: August 5, 2009

3

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Real Goods on August 5, 2009.

4

EX-99.1

Exhibit 99.1

Real Goods Solar Reports Second Quarter Fiscal 2009 Results

Boulder, CO, August 5, 2009 – Real Goods Solar, Inc. (NASDAQ: RSOL), a leading residential solar energy integrator, today announced results for its second quarter ended June 30, 2009.

Revenue for the second quarter of 2009 increased 43.8% to $12.7 million from $8.8 million recorded in the same period last year, primarily due to acquisitions.

Gross profit increased to $3.3 million, or 25.8% of revenue, for the quarter from $2.6 million, or 29.8% of revenue, in the comparable period last year. The decrease in gross margin percentage primarily reflects an increased mix of commercial installations and the consolidation of 2008 acquisitions which have traditionally produced lower gross profit margins.

Operating expenses as a percent of revenue increased to 33.2% for the quarter, from 31.3% in the comparable period last year. This increase primarily reflects incremental costs associated with being a public company and integration costs related to the Company’s historical acquisitions. As of June 30, the entire organization was on a single set of systems and integration costs were essentially complete.

Net loss for the second quarter was $0.6 million, or $0.03 per share, as compared to a net loss of $27 thousand, or $0.00 per share, for the comparable period last year.

For the six months ended June 30, 2009, revenue was $22.2 million, a 44.4% increase from $15.4 million in the comparable period last year. Net loss totaled $2.0 million, or $0.11 per share, compared to a net loss of $0.3 million, or $0.03 per share, for the six months ended June 30, 2008.

Results for 2008 do not include Real Goods Solar’s acquisitions of Independent Energy Systems and Regrid Power, related integration costs, nor most of the costs associated with being a public company.

“While we aren’t satisfied with any quarter in which we show a net loss, we are pleased with the progress we have made during these challenging economic times,” commented Tom McCalmont, Chief Executive Officer. “Bookings started to come alive again during the second quarter and we began to see the effects of this in our reported revenue. While the economic environment may remain challenging for quite some time, consumers are becoming increasingly compelled to move forward with solar due to the 30% federal tax credit and lower module prices. The shortened payback periods and improved returns on investment continue to accelerate the growth of the market. We believe we will see the positive effects of these factors in the third quarter with revenue growing to between $18 and $20 million. With more of this incremental growth coming from commercial installations, our gross margin for the third quarter will be lower than historical levels due to the resulting change in overall revenue mix.”

“Optimizing our cost structure and preserving cash continued to be high priorities during the second quarter,” said Erik Zech, Chief Financial Officer. “We started to see the benefits of our efforts during the second quarter with operating expenses as a percentage of revenue down by 14.6% as compared to the first quarter of 2009, resulting in a significantly smaller overall net loss. We also made improvements to our balance sheet during the quarter, primarily by further reducing our inventory. As a result of these efforts, our cash position remained strong at $12.5 million at quarter end.”

Real Goods Solar also announced today that it has signed a large multi-site contract with Northrop Grumman to design and install three large solar electric systems on two separate U.S. Navy bases in the southwestern United States. Due to the remote nature of these locations, solar PV systems were the ideal choice to meet the demands of these sites. Construction of the systems is scheduled to begin in the fourth quarter of 2009 and to be completed in the subsequent 4 to 6 months.

Real Goods Solar announced that it will host a conference call tomorrow, August 6, 2009, at 8:30 a.m. PDT (11:30 a.m. EDT) to review the second quarter results.

Dial-in No.:	877-941-8633 (domestic) or 480-629-9820 (international)
Passcode:	Real Goods

A replay of the call will begin approximately two hours after the end of the call and will continue until midnight EDT on August 13, 2009.

Replay number:	800-406-7325 (domestic) or 303-590-3030 (international)
Pin:	4123261

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 Solar 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 Solar’s filings with the Securities and Exchange Commission. Real Goods Solar assumes no duty to update any forward-looking statements.

Contact:	Erik Zech
	Chief Financial Officer
	415-456-2800 x107
	erik.zech@realgoods.com

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended June 30, 2009					Three Months Ended June 30, 2008
Net revenue	$	12,713		100.0	%	$	8,841		100.0	%
Cost of goods sold		9,435		74.2	%		6,203		70.2	%
Gross profit		3,278		25.8	%		2,638		29.8	%
Operating expenses		4,217		33.2	%		2,770		31.3	%
Loss from operations		(939	)	-7.4	%		(132	)	-1.5	%
Interest income		—		0.0	%		84		1.0	%
Loss before income taxes		(939	)	-7.4	%		(48	)	-0.5	%
Income tax benefit		(358	)	-2.8	%		(17	)	-0.2	%
Net loss		(581	)	-4.6	%		(31	)	-0.3	%
Net loss attributable to the noncontrolling interest		—		0.0	%		4		0.0	%
Net loss attributable to Real Goods Solar, Inc.	$	(581	)	-4.6	%	$	(27	)	-0.3	%
Weighted-average shares outstanding:
Basic		18,270					13,085
Diluted		18,270					13,085
Net loss per share attributable to Real Goods Solar, Inc. common shareholders:
Basic	$	(0.03	)			$	0.00
Diluted	$	(0.03	)			$	0.00

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Six Months Ended June 30, 2009					Six Months Ended June 30, 2008
Net revenue	$	22,244		100.0	%	$	15,409		100.0	%
Cost of goods sold		16,664		74.9	%		10,934		71.0	%
Gross profit		5,580		25.1	%		4,475		29.0	%
Operating expenses		8,771		39.5	%		5,096		33.1	%
Loss from operations		(3,191	)	-14.4	%		(621	)	-4.1	%
Interest income		—		0.0	%		84		0.6	%
Loss before income taxes		(3,191	)	-14.4	%		(537	)	-3.5	%
Income tax benefit		(1,239	)	-5.6	%		(209	)	-1.4	%
Net loss		(1,952	)	-8.8	%		(328	)	-2.1	%
Net loss (income) attributable to the noncontrolling interest		—		0.0	%		(5	)	0.0	%
Net loss attributable to Real Goods Solar, Inc.	$	(1,952	)	-8.8	%	$	(333	)	-2.1	%
Weighted-average shares outstanding:
Basic		18,081					11,551
Diluted		18,081					11,551
Net loss per share attributable to Real Goods Solar, Inc. common shareholders:
Basic	$	(0.11	)			$	(0.03	)
Diluted	$	(0.11	)			$	(0.03	)

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

	June 30, 2009			December 31, 2008
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	12,543		$	12,339
Accounts receivable, net		6,909			7,711
Inventory		4,374			9,170
Deferred costs on uncompleted contracts		612			970
Deferred advertising costs		230			251
Receivable and deferred tax assets		465			704
Other current assets		821			332
Total current assets		25,954			31,477
Property and equipment, net		5,106			5,298
Goodwill		732			—
Deferred tax assets		3,800			2,239
Other assets		1,006			1,051
Total assets	$	36,598		$	40,065
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	3,949		$	6,501
Accrued liabilities		1,784			1,135
Deferred revenue on uncompleted contracts		109			400
Payable to Gaiam		924			1,111
Total current liabilities		6,766			9,147
Commitments and contingencies
Shareholders’ equity:
Class A common stock, $.0001 par value, 150,000,000 shares authorized, 16,121,113 and 15,736,683 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively		1			1
Class B common stock, $.0001 par value, 50,000,000 shares authorized, 2,153,293 shares shares issued and outstanding at June 30, 2009 and December 31, 2008		—			—
Additional paid-in capital		60,238			59,372
Accumulated deficit		(30,407	)		(28,455	)
Total shareholders’ equity		29,832			30,918
Total liabilities and shareholders’ equity	$	36,598		$	40,065