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 4, 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 August 4, 2010, Real Goods Solar, Inc. issued a press release announcing results for its second quarter ended June 30, 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 August 4, 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: August 4, 2010

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Real Goods Solar on August 4, 2010.

EX-99.1

Exhibit 99.1

Real Goods Solar Reports Record Second Quarter Results

• 38% Second Quarter Organic Revenue Growth

• Fourth Consecutive Quarter of Profitability

Boulder, CO, August 4, 2010 – Real Goods Solar, Inc. (NASDAQ: RSOL), a leading residential solar energy integrator, today announced results for its second quarter ended June 30, 2010.

Net revenue for the second quarter of 2010 increased 37.9% to $17.5 million from $12.7 million recorded in the same period last year. All of the year-over-year revenue growth was organic.

Gross profit increased to $5.0 million, or 28.7% of net revenue, for the second quarter of 2010 from $3.3 million, or 25.8% 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 690 basis points to 26.3% for the second quarter of 2010 from 33.2% 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.

Operating income for the second quarter of 2010 improved significantly to $422 thousand, as compared to a loss of $939 thousand for the comparable period last year.

Net income for the second quarter of 2010 improved to $268 thousand, or $0.02 per share, as compared to a loss of $581 thousand, or $0.03 per share, for the comparable period last year.

For the six months ended June 30, 2010, revenue grew to $32.5 million, a 46.3% increase from $22.2 million in the comparable period last year. Operating income for the six month period was $450 thousand as compared to a loss of $3.2 million last year. Net income for the six month period was $285 thousand as compared to a loss of $2.0 million last year.

For the twelve month period ended June 30, 2010, revenue increased to $74.6 million, including 43.5% organic revenue growth from the previous twelve months.

“We are very pleased with our strong second quarter revenue growth, our improved gross profit margin and our continued profitability,” commented John Schaeffer, President. “Internal revenue growth was 38% for the second quarter of 2010 and we continue to be optimistic about both residential and commercial demand for the remainder of the year. We remain focused on building our backlog and on hiring installation crews where appropriate to expand our production capacity and keep up with demand.”

“Our financial metrics across the board were very strong in the second quarter,” said Erik Zech, Chief Financial Officer. “Our ability to show gross margin expansion to 28.7% and a decline in operating expenses as a percentage of net revenue to 26.3%, as compared to 33.2% in the same period last year, are both indicative of the progress we have made in optimizing our business. Our balance sheet remained strong at the end of the quarter with a cash balance of $11.9 million and no debt.”

Real Goods Solar will host a conference call tomorrow, August 5, 2010, at 8:30 a.m. PDT (11:30 a.m. EDT) to review the second quarter results.

Dial-in No.:	888-549-7735 (domestic) or 480-629-9858 (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 12, 2010.

Replay number:	877-870-5176 (domestic) or 858-384-5517 (international)
Pin:	4340340

About Real Goods Solar, Inc.

Real Goods Solar, Inc. is a leading residential solar energy integrator, having installed over 6,000 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
	415-295-4952
	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, 2010				Three Months Ended June  30, 2009
Net revenue	$	17,531	100.0	%	$	12,713		100.0	%
Cost of goods sold		12,493	71.3	%		9,435		74.2	%
Gross profit		5,038	28.7	%		3,278		25.8	%
Operating expenses		4,616	26.3	%		4,217		33.2	%
Income (loss) from operations		422	2.4	%		(939	)	-7.4	%
Interest income		3	0.0	%		—		0.0	%
Income (loss) before income taxes		425	2.4	%		(939	)	-7.4	%
Income tax expense (benefit)		157	0.9	%		(358	)	-2.8	%
Net income (loss) attributable to Real Goods Solar, Inc.	$	268	1.5	%	$	(581	)	-4.6	%
Weighted-average shares outstanding:
Basic		18,299				18,270
Diluted		18,399				18,270
Net income (loss) per share attributable to Real Goods Solar, Inc. common shareholders:
Basic	$	0.02			$	(0.03	)
Diluted	$	0.02			$	(0.03	)

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Six Months Ended June 30, 2010				Six Months Ended June 30, 2009
Net revenue	$	32,536	100.0	%	$	22,244		100.0	%
Cost of goods sold		23,467	72.1	%		16,664		74.9	%
Gross profit		9,069	27.9	%		5,580		25.1	%
Operating expenses		8,619	26.5	%		8,771		39.5	%
Income (loss) from operations		450	1.4	%		(3,191	)	-14.4	%
Interest income		3	0.0	%		—		0.0	%
Income (loss) before income taxes		453	1.4	%		(3,191	)	-14.4	%
Income tax expense (benefit)		168	0.5	%		(1,239	)	-5.6	%
Net income (loss) attributable to Real Goods Solar, Inc.	$	285	0.9	%	$	(1,952	)	-8.8	%
Weighted-average shares outstanding:
Basic		18,295				18,081
Diluted		18,381				18,081
Net income (loss) per share attributable to Real Goods Solar, Inc. common shareholders:
Basic	$	0.02			$	(0.11	)
Diluted	$	0.02			$	(0.11	)

REAL GOODS SOLAR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	June 30, 2010		December  31, 2009
Assets
Current assets:
Cash and cash equivalents	$	11,858	$	12,206
Accounts receivable, net		17,325		13,996
Inventory, net		5,787		4,769
Deferred costs on uncompleted contracts		226		1,024
Deferred advertising costs		135		114
Receivable and deferred tax assets		821		833
Other current assets		388		598
Total current assets		36,540		33,540
Property and equipment, net		5,173		5,145
Goodwill		732		732
Deferred tax assets		3,067		3,064
Other assets		575		813
Total assets	$	46,087	$	43,294
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	9,525	$	8,821
Accrued liabilities		2,048		2,500
Payable to Gaiam		3,742		1,636
Total current liabilities		15,315		12,957
Total shareholders’ equity		30,772		30,337
Total liabilities and shareholders’ equity	$	46,087	$	43,294