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 4, 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 November 4, 2009, Real Goods Solar, Inc. issued a press release announcing results for its third quarter ended September 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 November 4, 2009.

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: November 4, 2009

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Real Goods on November 4, 2009.

EX-99.1

Exhibit 99.1

Real Goods Solar Reports Third Quarter Fiscal 2009 Results

• Revenue of $23.0 million

• Return to profitability

Boulder, CO, November 4, 2009 – Real Goods Solar, Inc. (NASDAQ: RSOL), a leading residential solar energy integrator, today announced results for its third quarter ended September 30, 2009.

Revenue for the third quarter of 2009 increased 122.3% to $23.0 million from $10.3 million recorded in the same period last year, primarily due to organic growth and acquisitions.

Gross profit increased to $5.0 million, or 21.8% of revenue, for the quarter from $2.8 million, or 27.2% of revenue, in the comparable period last year. The decrease in gross margin percentage primarily reflects an increased mix of lower margin commercial installations during the third quarter of 2009. In the fourth quarter gross margin is expected to return to the mid-twenties.

Operating expenses as a percent of revenue decreased to 20.7% for the quarter, from 31.8% in the comparable period last year. This decrease is partially a reflection of the significant fixed cost component of the business and the available leverage as revenues scale. Additionally, the lower operating expenses have been a result of the significant cost savings achieved by transitioning all past acquisitions to a single set of systems and a unified brand.

Net income for the third quarter was $0.2 million, or $0.01 per share, as compared to a net loss of $0.2 million, or $0.01 per share, for the comparable period last year.

For the nine months ended September 30, 2009, revenue was $45.2 million, a 75.6% increase from $25.7 million in the comparable period last year. Net loss totaled $1.8 million, or $0.10 per share, compared to a net loss of $0.6 million, or $0.04 per share, for the nine months ended September 30, 2008.

Results for 2008 do not include Real Goods Solar’s acquisition of Regrid Power on October 1, 2008 and only include two months of results for the acquisition of Independent Energy Systems on August 1, 2008. On a pro forma basis, adding the $6.0 million of revenue from acquisitions not included in the third quarter 2008 reported results, internal revenue growth was approximately 41%.

“In the third quarter we saw the return of strong demand for residential solar,” commented John Schaeffer, President. “Bookings were robust throughout the quarter and we are pleased with the size of our current backlog. Revenue for the quarter showed significant growth as a result of increasing installation capacity as well as completion of the first phase of our Fremont High School project. What I am most excited to report is our return to profitability in the third quarter, a milestone that has been our highest priority.”

“We really began to see the leverage in our business during the third quarter, which helped drive us to profitability,” said Erik Zech, Chief Financial Officer. “While our gross margin was down from the previous quarter, we saw a decline in operating expenses as a percentage of revenue to 20.7% in the third quarter, as compared to 33.2% in the second quarter. Our balance sheet continued to strengthen during the quarter with our cash balance improving to $14.1 million.”

Real Goods Solar will host a conference call tomorrow, November 5, 2009, at 8:30 a.m. PST (11:30 a.m. EST) to review the third quarter results.

Dial-in No.:	877-941-2068 (domestic) or 480-629-9712 (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 EST on November 12, 2009.

Replay number:	800-406-7325 (domestic) or 303-590-3030 (international)
Pin:	4180678

About Real Goods Solar, Inc.

Real Goods Solar, Inc. is a leading residential solar energy integrator, having installed over 5,000 solar systems. Real Goods Solar offers turnkey solar energy services, and has 31 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 September 30, 2009				Three Months Ended September 30, 2008
Net revenue	$	22,966	100.0	%	$	10,333		100.0	%
Cost of goods sold		17,952	78.2	%		7,527		72.8	%
Gross profit		5,014	21.8	%		2,806		27.2	%
Operating expenses		4,756	20.7	%		3,287		31.8	%
Income (loss) from operations		258	1.1	%		(481	)	-4.6	%
Interest income		1	0.0	%		118		1.1	%
Income (loss) before income taxes		259	1.1	%		(363	)	-3.5	%
Income tax expense (benefit)		101	0.4	%		(137	)	-1.3	%
Net income (loss) attributable to Real Goods Solar, Inc.	$	158	0.7	%	$	(226	)	-2.2	%
Weighted-average shares outstanding:
Basic		18,271				15,816
Diluted		18,273				15,816
Net income (loss) per share attributable to Real Goods Solar, Inc. common shareholders:
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, 2009					Nine Months Ended September 30, 2008
Net revenue	$	45,210		100.0	%	$	25,742		100.0	%
Cost of goods sold		34,616		76.6	%		18,461		71.7	%
Gross profit		10,594		23.4	%		7,281		28.3	%
Operating expenses		13,527		29.9	%		8,383		32.6	%
Loss from operations		(2,933	)	-6.5	%		(1,102	)	-4.3	%
Interest income		1		0.0	%		202		0.8	%
Loss before income taxes		(2,932	)	-6.5	%		(900	)	-3.5	%
Income tax benefit		(1,138	)	-2.5	%		(346	)	-1.3	%
Net loss		(1,794	)	-4.0	%		(554	)	-2.2	%
Net (income) attributable to the noncontrolling interest		—		0.0	%		(5	)	0.0	%
Net loss attributable to Real Goods Solar, Inc.	$	(1,794	)	-4.0	%	$	(559	)	-2.2	%
Weighted-average shares outstanding:
Basic		18,145					14,045
Diluted		18,145					14,045
Net loss per share attributable to Real Goods Solar, Inc. common shareholders:
Basic	$	(0.10	)			$	(0.04	)
Diluted	$	(0.10	)			$	(0.04	)

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	September 30, 2009		December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	14,086	$	12,339
Accounts receivable, net		12,655		7,711
Inventory, net		4,095		9,170
Deferred costs on uncompleted contracts		387		970
Deferred advertising costs		499		251
Receivable and deferred tax assets		570		704
Other current assets		668		332
Total current assets		32,960		31,477
Property and equipment, net		5,103		5,298
Goodwill		732		—
Deferred tax assets		3,471		2,239
Other assets		896		1,051
Total assets	$	43,162	$	40,065
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	10,205	$	6,501
Accrued liabilities		2,326		1,135
Deferred revenue on uncompleted contracts		49		400
Payable to Gaiam		527		1,111
Total current liabilities		13,107		9,147
Total shareholders’ equity		30,055		30,918
Total liabilities and shareholders’ equity	$	43,162	$	40,065