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): May 5, 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 May 5, 2010, Real Goods Solar, Inc. issued a press release announcing results for its first quarter ended March 31, 2010. 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 Solar on May 5, 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: May 5, 2010

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Real Goods Solar on May 5, 2010.

EX-99.1

Exhibit 99.1

Real Goods Solar Reports Record First Quarter Results

• First Quarter Organic Revenue Growth of 57%

• Third Consecutive Quarter of Profitability

Boulder, CO, May 5, 2010 – Real Goods Solar, Inc. (NASDAQ: RSOL), a leading residential solar energy integrator, today announced results for its first quarter ended March 31, 2010.

Net revenue for the first quarter of 2010 increased 57.4% to $15.0 million from $9.5 million recorded in the same period last year. All of the year-over-year revenue growth was organic.

Gross profit increased to $4.0 million, or 26.9% of net revenue, for the first quarter of 2010 from $2.3 million, or 24.2% 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 26.7% for the first quarter of 2010 from 47.8% in the comparable period last year. This decrease primarily reflects the leveraging of fixed costs and the significant cost savings achieved by integrating all acquired businesses onto a single set of systems and a unified brand.

Net income for the first quarter of 2010 was $17,000, or $0.00 per share, as compared to a net loss of $1.4 million, or $0.08 per share, for the comparable period last year.

“We are extremely pleased with our first quarter results,” commented John Schaeffer, President. “Internal revenue growth was over 50% from the first quarter of 2009 and we are optimistic about both residential and commercial demand for the remainder of the year. We were very pleased to recognize a profit during the first quarter of the year, which is typically our seasonally slowest quarter.”

“Maintaining profitability during the historically slowest quarter of the year for our Company is a strong indicator of the health of our business,” said Erik Zech, Chief Financial Officer. “Our ability to show gross margin expansion and a decline in operating expenses as a percentage of net revenue to 26.7% in the first quarter of 2010, as compared to 47.8% in the same period of 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 $11.8 million and no debt.”

Real Goods Solar will host a conference call tomorrow, May 6, 2010, at 8:30 a.m. PDT (11:30 a.m. EDT) to review the first quarter results.

Dial-in No.:	877-941-1428 (domestic) or 480-629-9665 (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 May 13, 2010.

Replay number:	800-406-7325 (domestic) or 303-590-3030 (international)
Pin:	4293226

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 March 31, 2010				Three Months Ended March 31, 2009
Net revenue	$	15,005	100.0	%	$	9,531		100.0	%
Cost of goods sold		10,974	73.1	%		7,229		75.8	%
Gross profit		4,031	26.9	%		2,302		24.2	%
Operating expenses		4,003	26.7	%		4,554		47.8	%
Income (loss) before income taxes		28	0.2	%		(2,252	)	-23.6	%
Income tax expense (benefit)		11	0.1	%		(881	)	-9.2	%
Net income (loss) attributable to Real Goods Solar, Inc.	$	17	0.1	%	$	(1,371	)	-14.4	%
Weighted-average shares outstanding:
Basic		18,290				17,890
Diluted		18,364				17,890
Net income (loss) per share attributable to Real Goods Solar, Inc. common shareholders:
Basic	$	0.00			$	(0.08	)
Diluted	$	0.00			$	(0.08	)

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	March 31, 2010		December  31, 2009
Assets
Current assets:
Cash and cash equivalents	$	11,778	$	12,206
Accounts receivable, net		15,128		13,996
Inventory, net		4,377		4,769
Deferred costs on uncompleted contracts		132		1,024
Deferred advertising costs		71		114
Receivable and deferred tax assets		796		833
Other current assets		427		598
Total current assets		32,709		33,540
Property and equipment, net		5,152		5,145
Goodwill		732		732
Deferred tax assets		3,080		3,064
Other assets		732		813
Total assets	$	42,405	$	43,294
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	6,980	$	8,821
Accrued liabilities		2,502		2,500
Payable to Gaiam		2,502		1,636
Total current liabilities		11,984		12,957
Total shareholders’ equity		30,421		30,337
Total liabilities and shareholders’ equity	$	42,405	$	43,294