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 19, 2014
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, Including Zip Code)
Registrants 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
On November 19, 2014, Real Goods Solar, Inc. (the Company) issued a press release announcing results for its third quarter ended September 30, 2014. 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 the Company pursuant 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. In addition, this information shall not be deemed incorporated by reference into any of the Companys filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release issued by Real Goods Solar, Inc. on November 19, 2014 |
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/ Dennis Lacey | |
Dennis Lacey | ||
Chief Executive Officer and Acting Principal Financial Officer |
Date: November 19, 2014
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release issued by Real Goods Solar, Inc. on November 19, 2014 |
Exhibit 99.1
RGS Energy Reports Third Quarter 2014 Results
LOUISVILLE, CO, November 19, 2014 RGS Energy (NASDAQ:RGSE), one of the nations largest and most recognized rooftop installers of solar equipment, has reported results for its third quarter ended September 30, 2014.
As previously announced, RGS made the strategic decision to exit its Large Commercial business segment. Accordingly, the results of this segment for all periods are presented as discontinued operations, while the companys continuing operations are primarily composed of its residential and Sunetric business segments.
Third Quarter 2014 Highlights
| Net revenue from continuing operations increased 14% over the same year-ago quarter to $18.9 million. |
| The average selling price (ASP) on new sales orders rose 6.5% over the third quarter of 2013. The increase is primarily due to the companys continued focus on pricing discipline. |
| Progress on transformative initiatives: |
| Sales orders for Esales increased 35.7% sequentially to a record $3.9 million. |
| Sales orders for leasing were $1.2 million, marking its first quarter of operations. |
| Approximately 30% of the companys revenue for the third quarter of 2013 was from two states, Missouri and Colorado, which previously offered attractive incentives to homeowners. With the repeal of these incentives, the revenue from these states in the third quarter of 2014 was approximately 3% of revenue. Revenue from Missouri and Colorado decreased approximately $4 million in the third quarter versus the second quarter. The decrease is primarily due to the overall residential segment decline of approximately $1 million from the prior year. |
| The company installed solar equipment on 548 roofs in the third quarter, compared to 615 installations in the same year-ago quarter. The decrease is primarily due to cessation of operations in Colorado and Missouri. Installations on the East Coast and Hawaii were delayed due to utilities interconnection approval processes. |
| Loss from continuing operations improved $1.1 million to a loss of $2.5 million in the quarter versus the same year-ago quarter. |
| Gross margin for residential segment was approximately 20% in the third quarter of 2014, which declined from approximately 26% in the year ago quarter. The decline is due to three factors: (i) the gross margin percentage declining whenever there is a decrease in revenue as there is a fixed cost element in the cost of goods sold; (ii) the prior year quarter benefited from expiring 1603 Investment Tax Credit programs; and (iii) a provision to adjust inventory to the lower cost to market in the third quarter of 2014. |
| Sunetric experienced a delay in installations arising from the local utility not approving interconnection requests. This resulted in the third quarters revenue |
being approximately one-half of the second quarters results from the date of Sunetrics acquisition on May 15, 2014. This decline in comparative revenue resulted in a low gross margin percentage for the quarter. The Hawaii utility recently announced its intention to approve all present applications during 2015. |
| Over the last 12 months, the company acquired three companies: Syndicated Solar, Mercury, and Sunetric. By virtue of having a larger enterprise, the companys general and administrative expenses have increased to integrate and manage a larger enterprise. To efficiently integrate acquired companies and achieve operational cost efficiencies, restructuring expenses were $0.4 million in the quarter. |
| The change in common stock warrant liability increased income by $6.8 million as the liability declined along with the market capitalization of the company. |
| Loss from discontinued operations totaled $2.2 million, which reflects the current competitive pricing in the large commercial segment as well as a charge of approximately $1 million that arose from the settlement of a contract dispute. The company has entered into a contract to sell portions of its commercial pipeline for cash, with the consideration to be paid dependent upon the completion of the buyers due diligence. |
| Including both continuing and non-continuing operations, net loss for the quarter totaled $4.8 million or $(0.09) per share, as compared to a loss of $2.1 million or $(0.07) per share in the third quarter of 2013. |
| Subsequent to the end of the third quarter, the company incurred an impairment charge of approximately $1.3 million to reflect the expected cash proceeds of $1 million from a sale of its catalog segment which principal asset was land. |
Nine Months Ended September 30, 2014
| Revenue increased 32% to $52.3 million from $39.6 million in the same year-ago period. |
| Solar system installations on homes and small businesses increased 23% to 1,632 installations in the period. |
| Operating loss from continuing operations was $20.4 million as compared to $9.6 million in the same year-ago period. |
| Loss from discontinued operations was $29.4 million, including a goodwill impairment charge of approximately $20 million, as compared to a gain of $1.6 million in the same year-ago period. |
| Net loss was $40.9 million or $(0.38) per share as compared to a loss of $8.8 million or $(0.31) per share in the same year-ago period. |
Backlog and Net Sales Orders
Backlog has increased for transactions from acquired companies at the date of acquisition and thereafter for net sales orders (representing newly signed contracts with customers, net of contract cancellations or holds), and decreased for installations reflected in revenue.
| Potential future revenue in backlog at September 30, 2014 grew 137% to a record $58.4 million from September 30, 2013. |
| Backlog increased 18.5% or $9.1 million from backlog at June 30, 2014. |
| The year-over-year growth in the companys backlog is primarily due to new sales orders and a higher ASP, as well as acquired backlog of approximately $14 million. |
Financing Capacity
| During the third quarter of 2014, the company added to its financing capacity a new third-party loan financier to facilitate increased sales. For the quarter, approximately 40% of installations were paid for in cash by RGS customers, with the remaining financed by third-party loan and lease programs. In July, the company commenced offering lease financing to its customers and has to-date arranged new sales orders of approximately $2 million, of which half are scheduled to be installed by the end of the year. |
| Stockholders equity increased to $11.6 million at September 30, 2014 from $3.2 million at December 31, 2013. The increase is primarily due to the companys issuance of common stock in connection with acquired companies and $6.4 million offering of stock in the third quarter, which is offset by operating losses in the nine month period. |
Management Commentary
The third quarter presented unique challenges that we successfully met, stated Dennis Lacey, RGS Energys CEO. For instance due to the cessation of utility rebates in Missouri, our revenue declined $3.5 million in the quarter from the second quarter. Also during the quarter, our Sunetric revenue was significantly depressed, as the local utility delayed approval of interconnection requests. Fortunately, our Esales and East Coast sales teams increased their production, and residential revenue only declined $1 million. Additionally, the Hawaii utility recently announced its intention to catch-up on pending interconnection requests next year.
Over the last 12 months, the company has acquired three solar companies, and we have recently taken steps to exit two lines of businessthe Large Commercial segment and the catalog segmentto generate funds for residential solar. We are now focused on integrating and streamlining our operations with the objective to reinvest the cost savings in growing our sales and construction teams. Executing this plan resulted in charges to our third quarter results for impairments and restructuring costs, but these actions were necessary to position the company for future profitable growth. Looking forward, we are encouraged by our backlog of approximately $58 million, which is an all-time high for RGS Energy.
Earnings Conference Call
RGS Energy will hold a conference call to discuss its third quarter 2014 financial results later today. Management will host the presentation, followed by a question and answer period.
Date: Wednesday, November 19, 2014
Time: 4:30 p.m. Eastern time (2:30 p.m. Mountain time)
Toll-free dial-in number: 1-888-727-7721
International dial-in number: 1-913-312-1491
Conference ID: 7052851
Webcast: http://public.viavid.com/index.php?id=112025
The conference call will be webcast live and available for replay via the investor relations section of the companys website at RGSEnergy.com.
Please call the conference telephone number five minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 1-949-574-3860.
A replay of the call will be available after 7:30 p.m. Eastern time on the same day through November 26, 2014.
Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay ID: 7052851
About RGS Energy
RGS Energy (NASDAQ: RGSE) is one of the nations largest and most recognized rooftop installers of solar equipment, serving residential and small business customers in the mainland U.S. and Hawaii. Beginning with one of the very first photovoltaic panels sold in 1978, the company has installed tens of thousands solar power systems. RGS Energy makes it very convenient for customers to save on their energy bill by providing a comprehensive solar solution, from design, financing, permitting and installation to ongoing monitoring, maintenance and support.
The company has 14 offices across the West and the Northeast and one in Hawaii. For more information, visit RGSEnergy.com, on Facebook at www.facebook.com/rgsenergy and on Twitter at www.twitter.com/rgsenergy. RGS Energy is a trade name and RGS Energy makes filings with the Securities and Exchange Commission under its official name Real Goods Solar, Inc. These documents are available on both the EDGAR section of the SECs website at www.sec.gov and the Investor Relations section of the Companys website at www.rgsenergy.com. For more information about the company, visit www.rgsenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they provide our current beliefs, expectations, assumptions and forecasts about future events, and include statements regarding our future results of operations and financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words anticipate, believe, plan, estimate, expect, future, intend, may and similar expressions as they relate to us are intended to identify such forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, without limitation, the following: the willingness of electric utilities to allow interconnections and other regulations effecting energy consumption by consumers, our ability to successfully integrate acquired businesses and realize synergies therefrom, our ability to generate funds from disposition of asset of our discontinued business segments, our ability to improve operating efficiencies and successfully reinvest cost savings in our business, our ability to convert backlog into revenues, and such other factors as discussed throughout Part I, Item 1A, Risk Factors and Part II, Item 7, Managements Discussion and Analysis of Financial Conditions and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2013 and Part I, Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Reports on Form 10-Q.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
RGS Energy
Consolidated Condensed Balance Sheets
(in thousands, except per share amounts unaudited)
September 30, 2014 |
December 31, 2013 |
|||||||
Cash |
$ | 1,769 | $ | 12,449 | ||||
Accounts Receivable |
11,794 | 10,656 | ||||||
Inventory |
6,409 | 6,402 | ||||||
Other Current Assets |
6,725 | 2,588 | ||||||
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|
|
|
|||||
Total Current Assets |
26,697 | 32,094 | ||||||
Goodwill and Intangibles |
14,759 | 2,347 | ||||||
Other Assets |
2,181 | 2,750 | ||||||
Net Assets of Discontinued Operations |
13,711 | 6,577 | ||||||
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|
|
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Total Assets |
$ | 57,349 | $ | 43,768 | ||||
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|
|
|
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Line-of Credit |
$ | 4,766 | $ | | ||||
Accounts Payable |
11,366 | 6,630 | ||||||
Term Loan |
| 2,000 | ||||||
Other Current Liabilities |
8,795 | 7,919 | ||||||
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|
|
|
|||||
Total Current Liabilities |
24,927 | 16,549 | ||||||
Warrant Liability |
8,325 | 15,072 | ||||||
Other Liabilities |
1,122 | 446 | ||||||
Liabilities of Discontinued Operations |
11,360 | 8,453 | ||||||
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|
|
|
|||||
Total Liabilities |
45,733 | 40,519 | ||||||
Stockholders Equity |
11,616 | 3,249 | ||||||
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|
|
|||||
Liabilities and Stockholders Equity |
$ | 57,349 | $ | 43,768 | ||||
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|
RGS Energy
Consolidated Summary Statements of Operations
(in thousands, except per share amounts unaudited)
Three months | Nine months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net Revenue |
$ | 18,900 | $ | 16,640 | $ | 52,302 | $ | 39,584 | ||||||||
Cost of Goods Sold |
15,706 | 12,324 | 41,793 | 29,148 | ||||||||||||
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Gross Margin |
3,194 | 4,316 | 10,509 | 10,436 | ||||||||||||
Gross Margin (%) |
16.9 | % | 25.9 | % | 20.1 | % | 26.4 | % | ||||||||
Selling and Operating |
7,010 | 4,925 | 19,883 | 13,781 | ||||||||||||
General and Administrative |
2,650 | 1,547 | 6,245 | 5,072 | ||||||||||||
Acquisition-related Costs |
59 | 555 | 876 | 555 | ||||||||||||
Asset Impairment |
1,365 | | 1,365 | | ||||||||||||
Depreciation and Amortization |
999 | 197 | 2,183 | 628 | ||||||||||||
Restructuring Costs |
355 | | 355 | | ||||||||||||
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Total Expenses |
12,438 | 7,224 | 30,907 | 20,036 | ||||||||||||
Operating Income from Continuing Operations |
(9,244 | ) | (2,908 | ) | (20,398 | ) | (9,600 | ) | ||||||||
Interest Expense |
(340 | ) | (243 | ) | (795 | ) | (880 | ) | ||||||||
Change in Derivative Liability |
6,789 | (402 | ) | 8,204 | 78 | |||||||||||
Taxes |
(287 | ) | 8 | (1,496 | ) | 17 | ||||||||||
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Gain (Loss) from Continuing Operations |
(2,508 | ) | (3,561 | ) | (11,493 | ) | (10,419 | ) | ||||||||
Gain (Loss) From Discontinued Operations |
(2,242 | ) | 1,467 | (29,439 | ) | 1,623 | ||||||||||
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Net Loss |
$ | (4,750 | ) | $ | (2,094 | ) | $ | (40,932 | ) | $ | (8,796 | ) | ||||
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Earnings per share |
($0.09 | ) | ($0.07 | ) | ($0.88 | ) | ($0.31 | ) | ||||||||
Weighted average shares outstanding |
51,055 | 30,044 | 46,599 | 28,276 |
RGS Energy
Business Segment Results
(in thousands unaudited)
Third Quarter Results | ||||||||
2014 | 2013 | |||||||
Residential: |
||||||||
Revenue |
$ | 14,358 | $ | 15,425 | ||||
COGS |
11,523 | 11,349 | ||||||
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|
|||||
Gross Margin |
2,834 | 4,076 | ||||||
GM% |
19.7 | % | 26.4 | % | ||||
Sunetric: |
||||||||
Revenue |
$ | 3,803 | $ | | ||||
COGS |
3,652 | | ||||||
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|
|||||
Gross Margin |
151 | | ||||||
GM% |
4.0 | % | N/A |
RGS Energy
Supplemental Information
(Unaudited)
Nine Months | Three Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Rooftop Installations: |
||||||||||||||||
Residential |
1,551 | 1,328 | 509 | 615 | ||||||||||||
Sunetric |
81 | | 39 | | ||||||||||||
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Total |
1,632 | 1,328 | 548 | 615 | ||||||||||||
Nine Months | Three Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
MW Installed: |
||||||||||||||||
Residential |
11,308 | 9,967 | 3,510 | 4,427 | ||||||||||||
Sunetric |
924 | | 923 | | ||||||||||||
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Total |
12,232 | 9,967 | 4,433 | 4,427 | ||||||||||||
Nine Months | Three Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net Sales Orders (dollars in thousands): |
||||||||||||||||
Residential |
$ | 48,525 | $ | 41,928 | $ | 17,815 | $ | 18,933 | ||||||||
Sunetric |
17,757 | | 9,203 | | ||||||||||||
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Total |
$ | 66,282 | $ | 41,928 | $ | 27,018 | $ | 18,933 | ||||||||
Nine Months | Three Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net Sales Orders (kW): |
||||||||||||||||
Residential |
11,516 | 10,098 | 4,192 | 4,427 | ||||||||||||
Sunetric |
4,423 | | 2,160 | | ||||||||||||
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Total |
15,939 | 10,098 | 6,352 | 4,427 | ||||||||||||
September 30, 2014 | September 30, 2013 | |||||||||||||||
Backlog Rooftops |
Backlog Value ($000s) |
Backlog Rooftops |
Backlog Value ($000s) |
|||||||||||||
Backlog Data: |
||||||||||||||||
Residential |
1,041 | 32,938 | 819 | 24,677 | ||||||||||||
Sunetric |
245 | 25,492 | | | ||||||||||||
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Total |
1,286 | 58,430 | 819 | 24,677 |
Media and Investor Relations Contact
Ron Both
Liolios Group, Inc.
Tel 1-949-574-3860
RGSE@liolios.com