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 8, 2010

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 March 8, 2010, Real Goods Solar, Inc. issued a press release announcing results for its fourth quarter ended December 31, 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 March 8, 2010.

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: March 8, 2010

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Real Goods on March 8, 2010.

EX-99.1

Exhibit 99.1

Real Goods Solar Reports Record Fourth Quarter Results

• Fourth Quarter Revenue of $19.1 million

• Second Consecutive Quarter of Profitability

Boulder, CO, March 8, 2010 – Real Goods Solar, Inc. (NASDAQ: RSOL), a leading residential solar energy integrator, today announced results for its fourth quarter and year ended December 31, 2009.

Net revenue for the fourth quarter of 2009 increased 41.8% to $19.1 million from $13.5 million recorded in the same period last year. All of the year-over-year revenue growth was organic.

Gross profit increased to $5.4 million, or 28.1% of net revenue, for the fourth quarter of 2009 from $3.2 million, or 23.5% of net revenue, in the comparable period last year. The increase in gross profit percentage primarily reflects improved installation practices as well as declines in module prices over the last year.

Operating expenses as a percent of net revenue decreased to 26.3% for the fourth quarter of 2009 from 42.1% 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 resulted from significant cost savings achieved by transitioning all acquisitions to a single set of systems and a unified brand.

Net income for the fourth quarter of 2009 was $0.2 million, or $0.01 per share, as compared to a net loss of $27.4 million, or $1.53 per share, for the comparable period last year. Excluding the non-cash goodwill impairment charge, net of tax, of $25.9 million, net loss for the fourth quarter of 2008 would have been $1.5 million, or $0.08 per share.

For the year ended December 31, 2009, revenue was $64.3 million, a 64.0% increase from $39.2 million in the comparable period last year, due to acquisitions and organic growth. Net loss totaled $1.6 million, or $0.09 per share, compared to a net loss of $28.0 million, or $1.86 per share, for the year ended December 31, 2008. Excluding the non-cash goodwill impairment charge, net of tax, of $25.9 million, net loss for the year ended December 31, 2008 would have been $2.1 million, or $0.14 per share.

Results for the year ended December 31, 2008 do not include a full year of results for Real Goods Solar’s acquisitions of Independent Energy Systems on August 1, 2008 and Regrid Power on October 1, 2008. On a pro forma basis, adding the $15.1 million of revenue from acquisitions not included in the fiscal 2008 reported results, internal revenue growth would have been approximately 18%.

“The fourth quarter saw continued strong demand for residential solar,” commented John Schaeffer, President. “Bookings were robust throughout the quarter and we are pleased with the size of our backlog going into the slower winter months. Revenue for the quarter showed significant growth as a result of increasing installation capacity as well as completion of significant low-income housing projects in San Francisco and Richmond. We also reported our second consecutive quarter of profitability combined with over 40% internal revenue growth as we continue to see the benefits of scale, operational efficiencies and strong consumer demand.”

“We are pleased with our financial results for the fourth quarter and our ability to maintain profitability,” said Erik Zech, Chief Financial Officer. “Our ability to show gross margin expansion and the decline in operating expenses as a percentage of net revenue to 26.3% in the fourth quarter of 2009, as compared to 42.1% in the previous year are both indicative of the progress we have made in optimizing our business. Our balance sheet remained strong at the end of the year with a cash balance of $12.2 million and no debt.”

Real Goods Solar will host a conference call tomorrow, March 9, 2010, at 8:30 a.m. PST (11:30 a.m. EST) to review the fourth quarter and fiscal year results.

Dial-in No.:	877-941-4774 (domestic) or 480-629-9760 (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 March 16, 2010.

Replay number:	800-406-7325 (domestic) or 303-590-3030 (international)
Pin:	4259909

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 32 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 December 31, 2009			Three Months Ended December 31, 2008
Net revenue	$	19,118	100.0%	$	13,479	100.0%
Cost of goods sold		13,755	71.9%		10,318	76.5%
Gross profit		5,363	28.1%		3,161	23.5%
Operating expenses		5,026	26.3%		5,668	42.1%
Impairment loss		—	0.0%		27,192	201.7%
Income (loss) from operations		337	1.8%		(29,699)	-220.3%
Interest income (expense)		(3)	0.0%		59	0.4%
Income (loss) before income taxes		334	1.8%		(29,640)	-219.9%
Income tax expense (benefit)		117	0.7%		(2,244)	-16.6%
Net income (loss) attributable to Real Goods Solar, Inc.	$	217	1.1%	$	(27,396)	-203.3%
Weighted-average shares outstanding:
Basic		18,286			17,889
Diluted		18,364			17,889
Net income (loss) per share attributable to Real Goods Solar, Inc. common shareholders:
Basic	$	0.01		$	(1.53)
Diluted	$	0.01		$	(1.53)

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Twelve Months Ended December 31, 2009			Twelve Months Ended December 31, 2008
Net revenue	$	64,328	100.0%	$	39,221	100.0%
Cost of goods sold		48,371	75.2%		28,779	73.4%
Gross profit		15,957	24.8%		10,442	26.6%
Operating expenses		18,553	28.8%		14,051	35.8%
Impairment loss		—	0.0%		27,192	69.3%
Loss from operations		(2,596)	-4.0%		(30,801)	-78.5%
Interest income (expense)		(2)	0.0%		261	0.6%
Loss before income taxes		(2,598)	-4.0%		(30,540)	-77.9%
Income tax benefit		(1,021)	-1.5%		(2,590)	-6.6%
Net loss		(1,577)	-2.5%		(27,950)	-71.3%
Net (income) attributable to the noncontrolling interest		—	0.0%		(5)	0.0%
Net loss attributable to Real Goods Solar, Inc.	$	(1,577)	-2.5%	$	(27,955)	-71.3%
Weighted-average shares outstanding:
Basic		18,181			15,014
Diluted		18,181			15,014
Net loss per share attributable to Real Goods Solar, Inc. common shareholders:
Basic	$	(0.09)		$	(1.86)
Diluted	$	(0.09)		$	(1.86)

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	December 31, 2009		December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	12,206	$	12,339
Accounts receivable, net		13,996		7,711
Inventory, net		4,769		9,170
Deferred costs on uncompleted contracts		1,024		970
Deferred advertising costs		114		251
Receivable and deferred tax assets		833		704
Other current assets		598		332
Total current assets		33,540		31,477
Property and equipment, net		5,145		5,298
Goodwill		732		—
Deferred tax assets		3,064		2,239
Other assets		813		1,051
Total assets	$	43,294	$	40,065
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	8,821	$	6,501
Accrued liabilities		2,500		1,135
Deferred revenue on uncompleted contracts		—		400
Payable to Gaiam		1,636		1,111
Total current liabilities		12,957		9,147
Total shareholders’ equity		30,337		30,918
Total liabilities and shareholders’ equity	$	43,294	$	40,065