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 14, 2012

          ENERGY FOCUS, INC.         

(Exact name of registrant as specified in its charter)

Delaware	0-24230	94-3021850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
32000 Aurora Road
Solon, Ohio		44139
(Address of principal executive offices)		(Zip Code)

(440) 715-1300

(Registrant’s telephone number,

including area code)

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 August 14, 2012, Energy Focus, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2012.  A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated in this Report by reference.

The information under this Item in this Report, as well as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information under this Item in this Report, and the Exhibit, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.

The press release, furnished with this Report as Exhibit 99.1, includes forward-looking statements within the meaning of the federal securities laws with respect to the Company's future operations and, as such, concerns matters that are not historical facts. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in such statements. Refer to Energy Focus, Inc.'s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2011, its quarterly reports of Form 10-Q, and other periodic filings for a description of the foregoing and other factors that could cause actual results to differ materially from those in the forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 14, 2012 announcing financial results for the second quarter ended June 30, 2012.

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.

Dated:  August 14, 2012
	ENERGY FOCUS, INC.
	By	/s/ Mark J. Plush
	Name: Mark J. Plush
	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 14, 2012 announcing financial results for the second quarter ended June 30, 2012.

EX-99.1

Exhibit 99.1

ENERGY FOCUS, INC. REPORTS SECOND QUARTER 2012 RESULTS

SOLON, Ohio, August 14, 2012 -- Energy Focus, Inc. (OTC BB: EFOI) today announced financial results for the second quarter ended June 30, 2012.

Financial results for the second quarter of 2012 include the following:

· Net sales were $7.7 million compared to $8.2 million for the second quarter of 2011.

· Gross margins improved to 22.2 percent of net sales compared to 18.9 percent of net sales for the second quarter of 2011.

· The net loss of $0.9 million improved $0.3 million compared to the second quarter’s 2011 net loss of $1.2 million on $0.5 million lower sales.

Net sales decreased during the second quarter of 2012 as compared to the prior year’s second quarter as a result of lower sales from our Solutions business.  This reduction was partially offset by a $0.7 million increase in our Products business as a result of increased sales of LED products.

Joe Kaveski, Chief Executive Officer, commented, “Our second quarter sales fell within our guidance of $7 - $8 million.  We are encouraged by the 45 percent sequential increase in net sales and the 7.4 percentage point increase in gross profit margins from the first quarter of 2012.  Furthermore, we expect to see significant increases in sales during the remainder of 2012.  This is due to our expanded proposal pipeline in our Solutions business, additional shipments to the US Navy from our $23 million contract and from continued sales of our LED products anticipated in our second half of 2012.”

The Company expects sales for the third quarter to range between $9.5 million and $10.5 million and forecasts to be EBITDA positive in the second half of 2012.

Energy Focus, Inc. will host a conference call on Tuesday, August 14, 2012, at 4:30 p.m. EDT (1:30 p.m. PDT) to review the second quarter of 2012 financial results, followed by a Q & A session.  The call can be accessed by dialing (888) 599-8658 (US and Canada) or 1-913-981-5529 (International/Local).  The conference ID number is 6634578.  Participants are asked to call the assigned number approximately 10 minutes before the conference call begins.

A recording of the conference call will be available through the investor relations section of the Company’s web site at http://www.energyfocusinc.com/uploads/investors.html starting August 14, 2012, and will remain available for 3 months.

Forward Looking Statements

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  For more information about potential factors that could affect the financial results of Energy Focus, please refer to the Company’s SEC reports, including its Annual Reports on Form 10-K and its quarterly reports on Form 10-Q.  These forward-looking statements speak only as of the date hereof.  Energy Focus disclaims any intention or obligation to update or revise any forward-looking statements.

About Energy Focus, Inc.

Energy Focus, Inc. is a leading provider of energy efficient LED lighting products and turnkey energy efficient lighting solutions, holding 75 lighting patents. Our solutions provide energy savings, aesthetics, safety and maintenance cost benefits over conventional lighting.  Our long-standing relationship with the U.S. Government includes numerous research and development projects for the DOE and DARPA, creating energy efficient LED lighting systems for the U.S. Navy fleet.  Customers include supermarket chains, the U.S. Government, state and local governmental agencies, retail stores, museums, theme parks and casinos, hotels, swimming pool builders and many others. Company headquarters are located in Solon, OH, with additional offices in Nashville, TN, Pleasanton, CA, and the United Kingdom.  For more information, see our web site at www.energyfocusinc.com.

Media Contact:

Energy Focus, Inc.

Public Relations Office

(440) 715-1295

pr@energyfocusinc.com

Investor Contact:

Brion Tanous

CleanTech IR, Inc.

(310) 541-6824

btanous@cleantech-ir.com

ENERGY FOCUS, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands except share and per share amounts)

	June 30,			December 31,
	2012			2011
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	627		$	2,136
Trade accounts receivable less allowances of  $339 and $447, respectively		4,576			2,738
Retainage receivable		397			474
Inventories, net		2,362			2,429
Costs in excess of billings		66			171
Prepaid and other current assets		1,797			881
Total current assets		9,825			8,829
Property and equipment, net		1,898			2,105
Goodwill		672			672
Intangible assets, net		817			1,027
Collateralized assets		1,000			1,000
Other assets		103			145
Total assets	$	14,315		$	13,778
LIABILITIES
Current liabilities:
Accounts payable	$	3,797		$	5,653
Accrued liabilities		2,206			1,995
Deferred revenue		1,048			1,373
Billings in excess of costs		505			154
Credit line borrowings		2,064			701
Current maturities of long-term debt		474			855
Total current liabilities		10,094			10,731
Other liabilities		31			71
Acquisition-related contingent liabilities		-			553
Long-term debt		552			955
Total liabilities		10,677			12,310
SHAREHOLDERS' EQUITY
Preferred stock, par value $0.0001 per share: Authorized: 2,000,000 shares in 2012 and 2011Issued and outstanding: no shares in 2012 and 2011		-			-
Common stock, par value $0.0001 per share: Authorized: 60,000,000 shares in 2012 and  2011 Issued and outstanding: 44,542,000 at June 30, 2012 and 24,913,000 at December 31, 2011		5			1
Additional paid-in capital		80,884			75,962
Accumulated other comprehensive income		431			420
Accumulated deficit		(77,682	)		(74,915	)
Total shareholders' equity		3,638			1,468
Total liabilities and shareholders' equity	$	14,315		$	13,778

The accompanying notes are an integral part of these financial statements.

ENERGY FOCUS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands except per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
Net sales	$	7,672		$	8,193		$	12,974		$	13,653
Cost of sales		5,968			6,645			10,485			10,946
Gross profit		1,704			1,548			2,489			2,707
Operating expenses:
Research and development		(61	)		(131	)		(15	)		134
Sales and marketing		1,390			1,636			2,661			3,571
General and administrative		1,114			1,044			2,268			2,622
Valuation of equity instruments		-			-			-			56
Total operating expenses		2,443			2,549			4,914			6,383
Loss from operations		(739	)		(1,001	)		(2,425	)		(3,676	)
Other income (expense):
Other (expense) income		(44	)		22			(72	)		71
Interest income		-			2			1			3
Interest expense		(114	)		(192	)		(265	)		(375	)
Loss before income taxes		(897	)		(1,169	)		(2,761	)		(3,977	)
Provision for income taxes		(3	)		(4	)		(6	)		(9	)
Net loss	$	(900	)	$	(1,173	)	$	(2,767	)	$	(3,986	)
Net loss per share - basic and diluted	$	(0.02	)	$	(0.04	)	$	(0.07	)	$	(0.16	)
Shares used in computing net loss per share - basic and diluted		44,513			24,754			38,067			24,490

The accompanying notes are an integral part of these financial statements.